Directors Report of Mahasagar Travels Ltd.

Mar 31, 2024

The directors have great pleasure in presenting the 31st Board''s Report on Company''s business and operation, together with their Audited Statement of Accounts of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

	Particulars	Year ended on 31.03.2024 (Rs.)	Year ended on 31.03.2023 (Rs.)
	Total Revenue	44,29,93,254.83	55,40,39,254.96
	EBIDTA	2,25,71,147.09	2,81,96,986.04
	Profit or (Loss) before tax	39,73,129.92	18,82,036.07
	Less: Current Ta x	6,00,000	0.00
	Deferred Tax	0.00	0.00
	Profit /(Loss) for the yea r	33,73,129.92	18,82,036.07
	Less: Income Tax Items not classified in Profit and Loss Account	0	0
	Other Comprehensive Income	0	0
	Total Comprehensive Income for the Period	33,73,129.92	18,82,036.07
	Less: Appropriation	0	0
	Adjustment Relating to Items not classified in profit and loss account	0	0
	Transferred to General Reserve	0	0
	Closing Balance of Profit and Loss Account	33,73,129.92	18,82,036.07

2. DIVIDEND:

In view of requirements of funds, the Board of Directors of the Company has shown their inability to recommend payment of Dividend.

3. STATE OF COMPANY''S AFFAIRS

Since the Company is engaged in providing service to the tourists of the state and thereby in the engagement of the service sector industry since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However, the management has taken care of the fluctuation in petroleum products by creating retail outlet.

4. TRANSFER TO RESERVES

No amount has been transferred to General reserve Account.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the company.

6. ANNUAL RETURN

Pursuant Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual Return of the company for the FY 2023-24 will be placed on following web link: http://www.mahasagartravels.com

7. UNCLAIMED SHARES DEMAT SUSPENSE ACCOUNT

There were no unclaimed shares to be kept in the demat suspense account.

8. DETAILS ABOUT SUBSIDIARY COMPANIES:

There is no subsidiary company of the company during the year under review.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. They have selected such accounting policies and applied them consistency 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 ended on 31st March, 2024 and of the profit and loss of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis

5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

10. RISK MANAGEMENT

The Board of the Company has constituted a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

11. COMMITTEES OF THE BOARD

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Following statutory committees constituted by the board function according to their respective roles and defined scope:

• Audit Committee of directors

• Nomination and Remuneration Committee

• Risk Management Committee

• Stakeholders Relationship Committee

Details of various committees including composition and meetings of committees of the board held during the financial year are given in the Report on Corporate Governance section forming part of the Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

Board has met Eight times during the financial year, the details of which are given in Corporate Governance Report in this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March, 2024, your company has 7 directors, which includes 2 Independent Directors, 3 NonExecutive Non-Independent Directors, 1 Executive Director and 1 Managing Director. Your company has appointed 1 Company secretary pursuant to Section 203 of the Companies Act, 2013 designated as a compliance officer of the company.

CHANGES IN BOARD OF DIRECTORS:

One of the Independent Directors of the company Mr. Kanaiyalal Gagandas Narumalani (DIN: 00402338), vide his letter dated 02nd February, 2024, has tendered his resignation from the post of Independent Director of the company, with effect from closure of business hours on 02nd February, 2024. The Board of Directors of the company placed on record its appreciation for the valuable contribution and guidance provided by Mr. Kanaiyalal Gagandas Narumalani during his association with the company as an Independent Director.

The Board of Directors of the company at its meeting held on Saturday, 30th March, 2024 has considered and approved the Appointment of Ms. Deepaben Dharmdasbhai Tejvani, as an additional director under the capacity of Non-Executive Independent director of the company with effect from 1st April, 2024 to hold office till the conclusion of next General Meeting and subject to approval of members in the ensuing general meeting, for appointment as a Non-Executive Independent Director to hold office for a period of 5 consecutive years.

NON-EXECUTIVE NON-INDEPENDENT DIRECTORS:

Mr. Ravi S. Karia, Mr. Abhay J. Sukhwani and Ms. Kavita A. Bachani are Non-Executive Non-Independent Directors of your company.

DIRECTORS RETIRING BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013 Mr. Bhagchand G. Sukhwani (DIN: 00579112), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for appointment.

KEY MANAGERIAL PERSONNEL:

The Following Personnel are the list of KMPs as per definition under section 2(51) and section 203 of the Act.

1. Mr. Bhagchand G. Sukhwani, Managing Director, CEO;

2. Mr. Prakashbhai Kanjibhai Kakkad, Chief Financial Officer;

3. Mr. Chirag I. Sangatani, Company Secretary & Compliance officer

Based on recommendation of Nomination and Remuneration Committee, The board of directors at their meeting held on 30th December, 2023 has considered and approved the re-appointment of Mr. Bhagchand G Sukhwani as a Managing Director and CEO for a further term of Five years with effect from 01st January, 2024 till 31st December, 2028 subject to approval of shareholders at the ensuing annual general meeting also considered and approved the re-appointment of Mr. Prakashbhai Kanjibhai Kakkad as an executive Director and Chief Financial Officer with effect from 01st January, 2024 till he attains the age of 70 years i.e., 27th November, 2025 subject to approval of shareholder at the ensuing annual general meeting.

INDEPENDENT DIRECTORS:

Pursuant to the provision of Section 149 of the Act, Mr. Rajiv N. Maheta (DIN: 07898792) was appointed as an Independent Director of the company for a second consecutive term of 5 years i.e., 25th September, 2022 to 24th September, 2027 subject to approval of members by way of Special Resolution. Vide Special Resolution passed at the 29th Annual General Meeting held on 24th September, 2022; the members approved the Re-appointment of Mr. Rajiv N. Maheta as an independent director of the company for a second consecutive term with effect from 25th September, 2022 to 24th September, 2027.

Further that Mr. Kanaiyalal G. Narumalani and Mr. Jasubhai N. Barevadia were appointed as an Independent Director of the company at the 26th Annual General Meeting of the Company held on 29th September, 2019. The terms and conditions of appointment of the independent director are as per Schedule IV of the Act.

Further Mr. Kanaiyalal G. Narumalani vide his letter dated 02nd February, 2024, has tendered his resignation

as an Independent Director of the company, with effect from closure of business hours on 02nd February, 2024

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the companies act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 30th March, 2024.

The Independent Directors at their meeting, inter alia, reviewed the following: -

• Performance of non-independent directors and Board as a whole

• Performance of the chairman of the company, taking into account the views of Executive Directors and non-executive directors.

• Assessed 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 their duties.

DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, The Company has received declaration from all the independent directors Mr. Rajiv N Maheta (DIN: 07898792), Mr. Kanaiyalal G. Narumalani (DIN:00402338) and Mr. Jasubhai N. Barevadia (DIN:08551423) that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, and the same has been noted by the Board of Directors and there has been no change in the circumstances which may affect their status as independent director during the year.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our board with the business of the company, industry in which the company operates, business model, challenges etc. through various programs which includes interaction with subject matter expert within the company, meeting with our business leads and functional heads on regular basis.

The Familiarization program for Independent Directors is available on the website of the company at mahasagartravels.com.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report. Further detailed policy on Directors'' Appointment and remuneration is available on the company''s website at www.mahasagartravels.com.

16. POLICIES

We seek to promote and follow the highest level of ethical standard in our business transactions. The SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 mandates the certain policies for all listed companies. All policies are available on our website www.mahasagartravels.com The policies are reviewed periodically by the Board of directors and update based on the need and new compliance requirement.

17. VIGIL MECHANISM

The Company has established a vigil mechanism to deal with instances of fraud and mismanagement, if any. Detailed Vigil Mechanism policy is posted on Company''s Website at www.mahasagartravels.com.

18. SECRETARIAL STANDARDS

The directors state that applicable Secretarial standards i.e., SS-1 and SS-2 related to ''Meetings of Board of Directors'' and ''General Meetings'' have been duly followed by the Company.

19. STATUTORY AUDITORS:

On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, The Members of the company at their AGM held on 24 September, 2022, approved the appointment of M/s B H Advani & Associates, Chartered Accountants, FRN: 117127W as a Statutory Auditor of the Company for the term of five years commencing from the conclusion of 29th AGM of the company till the conclusion of 34th AGM of the company to be held in the year 2027 at a remuneration as may be approved by the Board.

The company had received the Consent and Eligibility Certificate in accordance with section 139, 141, and other applicable provisions of the companies act, 2013, from M/s B H Advani & Associates.

Provision of Companies (Amendment) Act 2017 become effective from 7th May 2018 and thus Board has noted the appointment of auditor made for the period from the conclusion of 29th Annual General Meeting to Conclusion of 34th Annual General Meeting and there is no change in auditor formal resolution for ratification hence it is not mentioned in the notice.

20. SECRETARIAL AUDITOR:

The Board has appointed Mr. Kishor S. Dudhatra, Practicing Company Secretary as Secretarial Auditor of the company for the financial year ended March 31, 2024 who had given his consent and eligibility to act as the Secretarial Auditors of the company.

Further, M/s Kishor Dudhatra, Company Secretaries have been re-appointed to conduct the secretarial audit of the company of FY25. They have confirmed that they are eligible for the said appointment.

21. AUDITORS'' REPORT:(a) Statutory Audit Report:

Standalone financial statements of the Company have been prepared in accordance with IND AS notified under section 133 of the Act.

The Statutory Auditor''s Report for the financial year ended March 31st, 2024 does not contain any qualification, reservation or adverse remarks.

The Statutory Auditor of the company has not reported any fraud to the Audit Committee of directors as specified under section 143(12) of the act, during the year under Review.

(b) Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, Your company had appointed M/s Kishor Dudhatra, Company Secretaries as Secretarial Auditor of the company for FY24 to undertake secretarial audit of the company.

The Secretarial Report given by him in form MR-3 is annexed as an Annexure-IV integral part of this report. There are no adverse remarks on the secretarial audit report and other details are self-explanatory.

The Company was unable to comply with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to newspaper advertisement of quarterly/half yearly/yearly financial results for the FY 2023-24 due to unavoidable circumstances. Company will ensure proper and timely compliance of LODR Regulations, Guidelines and other statutory compliances.

22. COST AUDIT:

Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under review cost audit was not applicable to company and pursuant to Section 148 (1) company had maintained the applicable cost records.

23. CERTIFICATION OF STATUS OF DIRCETOR''S QUALIFICATION

Pursuant to Regulation 34(3) and Schedule V para C clause (10)(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 certification of Non Disqualification of directors is attached as Annexure-V to this report.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The particular of loans, guarantees and investments have been disclosed in the financial statements.

25. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public in terms of section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposit was outstanding as on the date of the balance sheet for the FY 2022-2023.

26. TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the company during financial year with related parties were in the ordinary course of business and on arm''s length basis and do not falls under the scope of Section 188(1) of the Companies Act, 2013.

Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-III in form AOC-2 and the same forms are part of this report.

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

CONSERVATION OF ENERGY:

Since Your Company is engaged in service activity the said statement is not applicable and Company''s policy

is to obtain best economic average from the transportation services provided by their vehicles. TECHNOLOGY ABSORPTION:

Since Your Company is engaged in service activity the said statement is not applicable. Company had adopted policy to purchase latest technology transportation vehicles which provides maximum economic fuel average.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company''s business activity is restricted to domestic level only and deals in rupee currency no any foreign currency is earned or expended.

28. CORPORATE SOCIAL RESPONSIBILITY:

Since The company does not fall under the purview of Section 135 of companies Act, 2013. Hence no Corporate Social Responsibility initiatives have been taken during the year.

29. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company between the end of financial year March 31, 2024 to which the financial statements relate and the date of signing of this report.

30. PARTICULAR OF EMPLOYEES

The information on Remuneration required under Section 197 of the Act read with rule 5(1) of the Companies Act (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

	Executive directors	Ratio to median
	BHAGCHAND GORDHANDAS SUKHWANI	4.51:1
	PRAKASHBHAI KANJIBHAI KAKKAD	2.89:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year

There is no change in the remuneration of Mr. Bhagchand G Sukhwani, Managing Director for FY24 over the previous financial year.

There is no change in the remuneration of Mr. Prakashbhai Kanjibhai Kakkad, Executive Director and Chief Financial Officer for FY24 over the previous financial year.

The percentage increase in the remuneration of Mr. Chirag I. Sangatani, Company Secretary of the company for FY24 is 23.40% over the previous financial year.

c. The percentage increase in the median remuneration of employees in the financial year*-

The remuneration of MD & CFO is Rs. 54,165 and Rs. 34,666 p.m. respectively. Further, company operated the buses hence most of the employees of the company are driver category and due to high attrition and irregular presence the salary of average employees is around Rs. 12000/- So in our case comparison of median salary of employee and KMP is not comparable.

d. The number of permanent employees on the rolls of Company:

93 Employees.

e. The explanation on the relationship between average increase in remuneration and Company performance

On an average there is 32.96% increase in the remuneration of employees. The Increase in remuneration is in line with the market trends in the respective industries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

	Aggregate remuneration of key managerial personnel (KMP) in FY 23-24			13,52,257
	Revenue			44,29,93,254.83
	Remuneration of KMPs (as % of revenue)			0.30%
	Profit before Tax (PBT)			39,73,129.92
	Remuneration of KMP (as % of PBT)			34.03%
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year
	Particulars	March 31, 2024			March 31,2023	% Change
	Market Capitalization	6,14,13,935			4,36,42,425	40.72%
	Price Earnings Ratio	18.16			23.12	-21.45
h.	Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer
	Market Price (BSE)		As per note given below

The shares of companies are thinly traded and there is no such volume of trading in the scrip of the company. Hence the data pertain to above is not comparable.

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

j. Comparison of each remuneration of the key managerial personnel against the performance of the

Company:

	Particulars	BHAGCHAND	PRAKASHBHAI	CHIRAG
		GORDHANDAS	KANJIBHAI KAKKAD	ISHWARLAL
		SUKHWANI		SANGATANI
	Remuneration in F.Y. 2023-2024	649980/-	415992	2,86,285
	Revenue	44,29,93,254.83
	Remuneration as % of Revenue	0.15%	0.09%	0.06%
	Profit before Tax	39,73,129.92
	Remuneration as % of PBT	16.3 6%	10.47%	7.20%

k. The key parameters for any variable component of remuneration availed by the directors: N.A.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

31. PERFORMANCE EVALUATION OF BOARD, COMMITTESS, AND INDIVIDUAL DIRECTORS:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations")

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Remuneration & Nomination Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

32. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY:

The company has implemented and evaluated the Internal Financial controls which provide a reasonable financial control which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statues and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The internal Audit reports were reviewed periodically by Audit Committee as well as by Board of Directors.

33. SEXUAL HARASSMENT:

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. INSURANCE:

All the assets of the Company have been adequately insured.

35. LISTING:

At present your Company''s Securities are listed on the BSE Limited.

36. PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER RULE 8(5)(XI) & (XII) OF COMPANIES (ACCOUNTS) RULES, 2014:

No application or any proceeding is pending under IBC code, 2016. The company has never made any One Time Settlement against the loans obtained from Banks etc. and hence the said clause is not applicable.

37. TAXES:

Company is regularly paying Income Tax, GST, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been as per Law. Details of the payment, refund, appeals and disputed amount have been adequately provided in audit report and same is self -explanatory and the amount of dispute is being dealt with various authorities and awaiting for final outcome.

38. DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES:

ISIN: INE007G01014

As on date of this report company is having connectivity with both the depositories viz. NSDL and CDSL for dematerialization of shares.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime Pvt. Ltd. (Unit: Mahasagar Travels Limited)

506-508 Amarnath Business Centre-1 ABC-1, Beside Gala Business center Near St. Xavier''s Collage Corner, off C G Road,

Navrangpura, Ahmedabad -380009

39. REGULATORY STATEMENT:

In conformity with the provision of Regulation 34 of the Listing regulation, the cash flow statement for the year ended on 31st March, 2024 is annexed to the accounts.

40. CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as per Listing Obligation and Disclosure Requirement (LODR) Regulation, 2015 and stock exchange where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. MANAGEMENT DISCUSSION

1. INDUSTRY OUTLOOK:

Travel and tourism industries are being promoted by government. Gujarat Government is actively promoting tourism facilities and destinations in the state. With the increase in travelling tendency of people for the leisure and business overall industry is viewing good prospects.

2. OPPORTUNITIES AND THREATS:

Government of Gujarat is promoting tourism in all spheres. Further medical tourism and development of infrastructure facilities have made Gujarat a tourist destination. Since the Company has started business in real estate sector, petroleum sector and been engaged in to the service sector, the main concern of the management is to provide best quality services to the customer. Safety, discipline as to the timing, comfort is the main parameters. Government policies and regional policies can affect the performance of the company. New players are joining in the competition. Company is planning to develop more area related to tourism, hotel business and infrastructure facilities and in construction & real estate fields. International market is very volatile nowadays with respect to petroleum products and real estate sector in India facing many challenges for the new development. Change in crude oil price and fluctuation in currency plays a vital role in the profitability of the company.

3. INITIATIVES

As we know that the customers are becoming more quality conscious which calls for continuous up gradation in the available methods and the technology deployed which will yield better realization to the company. Another niche for the Company is to maximum utilization of the Parcel business which can earn maximum revenues to the company at a negligible cost. Growing competition and drastic change of the life style of the people thereby to constantly make better quality service to satisfy the need of people is the concern of the management. Company is planning to grab infrastructure development opportunities related to real estate, travel and tourism.

4. RISKS AND CONCERNS:

Company is in travel business and major fluctuation in the price of the petroleum product is having vital impact on the profitability and performance. International market having great effect on increase in the crude price and increase in dollar value against the rupee is also a matter of concern.

Realty sector in India has shown some slow movements, market is becoming steadier and higher inflation rate leads government to curb financial resources to realty sector.

5. INTERNAL CONTROL SYSTEM:

The Company has adequate system of control implemented by the management towards achieving efficiency in the operation, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws

6. HUMAN RESOURCES: MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company attaches priority to human resources development, with focus on regular up gradation of the knowledge and skills of our employees and equipping them with the necessary expertise to meet the challenges of change and growth successfully.

7. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The company has two segments i.e., Travels unit and Petrol unit. The company has total sales of Rs. 4429.93 lacs in which travel unit income is 2434.56 lacs and petrol unit income is 1995.37 lacs.

8. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

Company''s financial performance mainly depend on the prices of petroleum products which remained stable during the financial year 2022-2023, due to cost control measures taken by the company, there was a positive performance of 39.73 lacs profit as compared to 18.82 lacs profit of previous financial year 20222023. In FY 2023-24 total sales is 4429.93 lacs whereas in FY 2022-23 total sales were 5540.39 lacs.

9. DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS

During the previous year 2022-23, Company reported profit of Rs. 18.82 Lakhs and during the current financial year 2023-2024 company has reported profit of Rs. 39.73 Lakhs. As a company is in service sector, most of the financial ratios are not comparable to previous year.

B. DISCLOSURE OF ACCOUNTING TREATMENT

Appropriate accounting standards were followed in preparation of annual accounts, there is no treatment different from that prescribed in Accounting Standard.

10. ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. There were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. CAUTIONARY STATEMENT

Statements in the Directors'' Report & Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements. Actual results could differ materially those expressed or implied. Important factors that could make difference to the Company''s operations include from cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat, Ministry of Government and Shareholders for their sustained support and cooperation extended to the Company from time to time and hope that the same will continue in future.

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Mar 31, 2014

Dear Members,

The Director have great pleasure in presenting the 21st Annual Report together with their Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

Financial Highlights: (Rs.)

As at 31.03.2014 As at 31.03.13

Total income 435929743.97 401876476.42

Profit or (Loss) before tax 6707773.96 8640856.65

Profit/(Loss) after Tax 5207773.96 8640856.65

DIVIDEND:

The Board of Directors of the Company has shown their inability to recommend payment of Dividend due to inadequate profits.

BUSINESS PERFORMANCE AND OPERATION:

Since the Company is engaged in providing service to the tourist of the state and thereby in the engagement of the service sector industry since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However the management has taken care of the fluctuation in petroleum products by creating retail outlet.

During the current year the company has earned revenue from Travels Division of Rs. 2391.06 lacs, last year it was Rs. 2365.49 lacs and Revenue earned during the current year from petroleum''s division is of Rs. 1965.40 lacs , last year it was Rs. 1637.39 lacs

INSURANCE:

All the assets of the Company have been adequately insured.

FIXED DEPOSITS:

The Company has not accepted/ renewed any fixed deposits during the year under review.

DIRECTORS:

Pursuant to Section 152 of the Companies Act, 2013 Shri Ravi S. Karia, Amit G.Pande Directors of the Company are due to retire at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for their appointment. To comply with the requirement of independent directors as per the Companies Act, 2013 appointment of directors were made as independent directors for five years. Board recommend to approve and confirm the remuneration to Managing Director and Jt. Managing Director.

LISTING

At present your Company''s securities are listed on the Bombay Stock Exchange Limited., Company had passed necessary resolution for Voluntary Delisting of its Equity shares from Ahmedabad Stock Exchange Ltd., and Saurashtra Kutch Stock Exchange Limited (SKSE).

STATUTORY AUDITORS:

You are requested to appoint Auditors M/s. B. H. Advani & Associates for the current year (2014-15) to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their Remuneration. The notes forming part of accounts referred to in Auditors'' Report are self explanatory and give complete information.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of the section 217 (2AA) of the Companies Act 1956, with respect to the Directors'' responsibility statement it is hereby confirmed:

1. That in the preparation of the Annual accounts the applicable accounting standards had been followed along with proper explanation relating to the material departure.

2. That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 being the end of the financial year 2013-2014 and of the profit of the Company for the year.

3. That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of Companies Act 1956, for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the directors had prepared the Annual Accounts on a Going Concern Basis.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amended.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUT GO:

As such the Company has not received any income and incurred any expenses in foreign currency , hence details in respect of foreign exchange earnings and outgo will be nil during the period under review. The Company has always laid the utmost emphasis on conservation of energy and strict monitoring and control of all energy consuming equipment are carried out continuously.

In view of the nature of the operations, we have nothing to report on the other matters, under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

TAXES:

Company is regularly paying Income tax, Sales Tax, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been made as per law.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES:

ISIN: INE 007G01014

As on date of this report company is having NSDL connectivity of dematerialization of shares and efforts are being made to have CDSL connectivity.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime (India) Pvt. Ltd. Unit No 303,3rd floor Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C G Road, Ahmedabad 380009

REGULATORY STATEMENT:

(1) The Equity shares of your Company are listed on Bombay Stock Exchange, and the listing fees for the financial year 2013-14 have been paid to the exchange,

(2) In conformity with the provision of Clause 32 of the listing agreement, the cash flow statement for the year ended 31-3-2014 is annexed to the accounts.

CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as required under Clause 49 of the Listing Agreement entered in to with the Stock Exchanges where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and cooperation and hope that the same will continue in future.

Date : 21-07-2014 For and On behalf of the Board Place : Junagadh

Bhagchand Sukhwani / Prakash Kakkad Registered Offfce : Managing Director / Jt. Managing Director Mahasgar House. (DIN:00579112) / (DIN: 02355435) Kalwa Chowk, Junagadh .

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Mar 31, 2012

To The Members of Mahasagar Travels Limited

The Director have great pleasure in presenting the 19th Annual Report together with their Audited Statement of Accounts of the Company for the year ended 31st March, 2012. Financial Highlights :

( Rs. in Lacs)

As at 31.03.12 As at 31.03.11

Total income 4060.35 3399.04

Profit or ( Loss) before tax 111.81 72.59

Less Provision of MAT 0.00 14.57

Profit /(Loss) after Tax 111.81 58.02

DIVIDEND :

The Board of Directors of the Company has shown their inability to recommend payment of Dividend due to inadequate profits and requirements of fund .

BUSINESS PERFORMANCE AND OPERATION :

Since the Company is engaged in providing service to the tourist of the state and thereby in the engagement of the service sector industry Since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However the management has taken care of the fluctuation in petroleum products by creating retail outlet.

During the current year the company has earned revenue of Rs 2297.57 lacs, last year it was 2100.83 lacs from travel division and Rs. 1762.62 lacs from petroleum division last year it was Rs, 1298.21.

INSURANCE :

All the assets of the Company have been adequately insured.

FIXED DEPOSITS:

The Company has not accepted/ renewed any fixed deposits during the year under review.

DIRECTORS :

Pursuant to the Articles of Association of the Company read with Section 256 of the Companies Act 1956. Mr. Sanjay Mehmedavadi and Mr. Kartik Upadhyay Directors of the

Company are due to retire at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for their appointment.

LISTING

At present the your Company''s securities are listed on the Bombay Stock Exchange Limited., Company had passed necessary resolution for Voluntary Delisting of its Equity shares from Ahmedabad Stock Exchange Ltd., and Saurashtra Kutch Stock Exchange Limited (SKSE).

AUDITORS :

You are requested to appoint Auditors M/s. B. H. Advani & Associates for the current year (2012-13) to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their Remuneration. The notes forming part of accounts referred to in Auditors'' Report are self explanatory and give complete information.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of the section 217 (2AA) of the Companies Act 1956, with respect to the Directors'' responsibility statement it is hereby confirmed :

1. That in the preparation of the Annual accounts the applicable accounting standards had been followed along with proper explanation relating to the material departure.

2. That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 being the end of the financial year 2011-2012 and of the Profit of the Company for the year.

3. That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of Companies Act 1956, for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the directors had prepared the Annual Accounts on a Going Concern Basis.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amended.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUT GO:

As such the Company has not received any income and incurred any expenses in foreign currency , hence details in respect of foreign exchange earning and outgo will be Nil during the period under review. The Company has always laid the utmost emphasis on conservation of energy and strict monitoring and control of all energy consuming equipment are carried out continuously.

In view of the nature of the operations, we have nothing to report on the other matters, under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors ) Rules, 1988.

TAXES:

Company is regularly paying Income tax, Sales Tax, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been made as per law.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES :

ISIN : INE 007G01014

As on date of this report company is having NSDL connectivity of dematerialization of shares and efforts are being made to have CDSL connectivity.

REGISTRAR AND SHARE TRANSFER AGENT Link Intime (India) Pvt. Ltd.

303,Shopper''s Plaza – V,

Opp. Municipal Market, Off C. G. Road,

Navarangpura, Ahmedabad -380009

Phone : 079 – 26465179,

Email : [e-mail]

REGULATORY STATEMENT :

(1) The Equity shares of your Company are listed on Mumbai Stock Exchange, and the listing fees for the financial year 2012-13 have been paid to the exchange,

(2) In conformity with the provision of Clause 32 of the listing agreement, the cash flow statement for the year ended 31-3-2012 is annexed to the accounts.

CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as required under Clause 49 of the Listing Agreement entered in to with the Stock Exchanges where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and cooperation and hope that the same will continue in future.

Date : 01-08-2012 For and On behalf of the Board

Place : Junagadh Sd/-

Registered Offfce : Managing Director

Mahasgar House. Sd/-

Kalwa Chowk, Junagadh

Jt. Managing Director

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Mar 31, 2011

To The Members of Mahasagar Travels Limited

The Director have great pleasure in presenting the 18th Annual Report together with their Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

Financial Highlights: (Rs. in Lacs)

As at 31.03.11 As at 31.03.10

Total income 3483.26 2921.64

Profit or (Loss) 72.60 70.63

Less Provision of MAT 14.00 11.00

Profit/(Loss) after Tax 58.02 59.63

DIVIDEND :

The Board of Directors of the Company has shown their inability to recommend payment of Dividend due to inadequate profits .

BUSINESS PERFORMANCE AND OPERATION :

Since the Company is engaged in providing service to the tourist of the state and thereby in the engagement of the service sector industry Since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However the management has taken care of the fluctuation in petroleum products by creating retail outlet.

During the current year the company has earned revenue of Rs.84 lacs last year (09-10 ) it was 9.4 lacs from real estate section.

INSURANCE :

All the assets of the Company have been adequately insured.

FIXED DEPOSITS:

The Company has not accepted/ renewed any fixed deposits during the year under review. DIRECTORS :

Pursuant to the Articles of Association of the Company read with Section 256 of the Companies Act 1956. Mr. Ravi Karia and Mr. Amit Pande Directors of the Company are due to retire at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for their appointment.

LISTING

At present the your Company's securities are listed on the Bombay Stock Exchange Limited., Company had passed necessary resolution for Voluntary Delisting of its Equity shares from Ahmedabad Stock Exchange Ltd., and Saurashtra Kutch Stock Exchange Limited (SKSE).

AUDITORS :

You are requested to appoint Auditors M/s. B. H.Advani & Associates for the current year (2011-

12) to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their Remuneration. The notes forming part of accounts referred to in Auditors' Report are self explanatory and give complete information.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of the section 217 (2AA) of the Companies Act 1956, with respect to the Directors' responsibility statement it is hereby confirmed :

1. That in the preparation of the Annual accounts the applicable accounting standards had been followed along with proper explanation relating to the material departure :

2. That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 being the end of the financial year 2010-2011 and of the profit or loss of the Company for that period.

3. That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance will the provision of Companies Act 1956, for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the directors had prepared the Annual Accounts on a Going Concern Basis. PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provision of Section 217(2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amended.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO :

As such the Company has not received any income and incurred any expenses in foreign currency , hence details in respect of foreign exchange earning and outgo will be nil during the period under review. The Company has always laid the utmost emphasis on conservation of energy and strict monitoring and control of all energy consuming equipment are carried out continuously.

In view of the nature of the operations, we have nothing to report on the other matters, under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors ) Rules, 1988.

TAXES:

Company is regularly paying Income tax, Sales Tax, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been made as per law.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES :

ISIN: INE 007G01014

As on date of this report company is having NSDl connectivity of dematerialization of shares and efforts are being made to have CDSL connectivity.

REGISTRAR AND SHARE TRANSFER AGENT Link In time (India) Pvt. Ltd.

211, Shudarshan Complex,

Mithakhali Six Road, Navarangpura,

Ahmedabad 380 009.

REGULATORY STATEMENT :

(1) The Equity shares of your Company are listed on Mumbai Stock Exchange, and the listing fees for the financial year 2011-12 have been paid to the exchange,

(2) In conformity with the provision of Clause 32 of the listing agreement, the cash flow statement for the year ended 31-3-2011 is annexed to the accounts.

CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as required under Clause 49 of the Listing Agreement entered in to with the Stock Exchanges where the Company's shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

INDUSTRY OUTLOOK:

During the period under review there were tremendous growth shown in the markets, GDP was much higher than earlier years. Further travel and tourism industries are growing on rapidly. Realty sector growing steadily.

Current scenario are very impressive there is lot of potential demand for the next years.

2. OPPORTUNITIES AND THREATS:

Since the Company has started business in real estate sector, petroleum sector and been engaged in to the service sector, the main concern of the management is to provide best quality services to the customer. Safety, discipline as to the timing, comfort is the main parameters. Government policies and regional policies can affect the performance of the company. New players are joining in the competition. Company is planning to develop more area related to tourism, hotel business and infrastructure facilities and in construction & real estate fields.

International market is very volatile now a days with respect to petroleum products and real estate sector in India facing many challenges for the new development.

3. INITIATIVES

As we know that the customers are becoming more quality conscious which calls for continuous up gradation in the available methods and the technology deployed which will yield better realization to the company. The another niche for the Company is to maximum utilization of the Parcel business which can earn maximum revenues to the company at a negligible cost. Growing competition and drastic change of the life style of the people thereby to constantly make better quality service to satisfy the need of people is the concern of the management.

Since July 2006 the company has obtained dealership of fuel pump from IOC with a view to tap additional profits from retail trading activities in petroleum products as well as to meet its own fuel requirement. Setting up of own fuel station for own consumption has drastically reduced the cost of fuel consumption of the company which is very well reflected the operating results.

Company planning to grab infrastructure development opportunities related to real estate, travel and tourism.

4. RISKS AND CONCERNS;

The Company is engaged travel business and major fluctuation in the price of the petroleum product having vital impact on the profitability and performance. International market having great effect on increase in the crude price and increase in dollar value against the rupee is also a matter of concern. Realty sector in India has shown some slow movements, market is becoming more steady and higher inflation rate leads government to curb financial resources to realty sector.

5. INTERNAL CONTROL SYSTEM:

The Company has adequate system of control implemented by the management towards achieving efficiency in the operation, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws.

6. HUMAN RESOURCES:

The Company attaches priority to human resources development, with focus on regular up gradation of the knowledge and skills of our employees and equipping them with the necessary expertise to meet the challenges of change and growth successfully.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, custom- errs, investors, Government of Gujarat and Ministry of Government for their sustained support and cooperation and hope that the same will continue in future.

Date : 20-08-2011 For and On behalf of the Board

Place : Junagadh

Registered office : Sd/-

Mahasgar House. Managing Director

Kalwa Chowk, Junagadh . Sd/-

Jt. Managing Director

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Mar 31, 2010

The Director have great pleasure in presenting the 17th Annual Report together with their Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

Financial Highlights :

Rs. in Lacs

As at 31.03.10 As at 31.03.09

Total income 2921.64 2618.00

Profit or ( Loss) (706.33) (116.22)

Less Provision of FBT 0.00 0.69

Profit /(Loss) after Tax 596.33 (116.91)

DIVIDEND :

The Board of Directors of the Company has shown their inability to recommend payment of Dividend due to inadequate profits .

BUSINESS PERFORMANCE AND OPERATION :

Since the Company is engaged in providing service to the tourist of the state and thereby in the engagement of the service sector industry . Since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However the management has taken care of the fluctuation in petroleum products by creating retail outlet.

During the current year the company has earned revenue of Rs. 9.4 lacs last year (08-09) it was 42.94 lacs form real estate sector.

INSURANCE:

All the assets of the Company have been adequately insured.

FIXED DEPOSITS:

The Company has not accepted / renewed any fixed deposits during the year under review.

DIRECTORS :

Pursuant to the Artistes of Association of the Company read with Section 256 of the Companies Act 1956. Mr. Prakash K. Kakkad and Mr. Bhagchand G. Sukhwani Directors of the Company are due to retire at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

LISTING

At present the your Company''s securities are listed on the Bombay Stock Exchange Limited., Company had passed necessary resolution for Voluntary Delisting of its Equity shares from Ahmadabad Stock Exchange Ltd., and Saurashtra Kutch Stock Exchange Limited (SKSE).

AUDITORS :

You are requested to appoint Auditors M/s. B. H. Advani& Associates for the current year (2010- 11) to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their Remuneration. The notes forming part of accounts referred to in Auditors'' Report are self explanatory and give complete information.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of the section 217 (2AA) of the Companies Act 1956, with respect to the Directors'' responsibility statement it is hereby confirmed :

1 That in the preparation of the Annual accounts the applicable accounting standards had been followed along with proper explanation relating to the material departure :

2. That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 being the end of the financial year 2009-2010 and of the profit / (loss) of the Company for that period.

3 That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of Companies Act 1956, for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

4 That the directors had prepared the Annual Accounts on a Going Concern Basis.

PARTICULARS OF EMPLOYEES:

There was no employee during the year drawing remuneration in excess of the ceiling prescribed under the provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amended.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO :

As such the Company has not received any income and incurred any expenses in foreign currency, hence details in respect of foreign exchange earning and outgo will be nil during the period under review The Company has always laid the utmost emphasis on conservation of energy and strict monitoring and control of all energy consuming equipment are carried out continuously.

In view of the nature of the operations, we have nothing to report on the other matters, under Section 217(1, (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors ) Rules, 1988

TAXES:

Company is regularly paying Income tax, Sales Tax, RTO Tax and other statutory dues like Provided Fund ESIC. as applicable As regard to Service Tax appropriate provision and treatments have been made as per law.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES :

SIN INE 007G01014

As on date of this report company is having NSDL connectivity of dematerialization of shares and efforts aie being made to have CDSL connectivity.

REGISTRAR AND SHARE TRANSFER AGENT

Link In time (India) Pvt. Ltd.

211, Shudarshan Complex, Mithakhali Six Road,

Navarangpura,

Ahmedabad 380 009

REGULATORY STATEMENT :

(1) The Equity shares of your Company are listed on Mumbai Stock Exchange, and the listing fees for the financial year 2010-11 have been paid to the exchange.

(2) In conformity with the provision of Clause 32 of the listing agreement, the cash flow statement for the year ended 31-3-2010 is annexed to the accounts.

CORPORATE GOVERNANCE :

The Company has complied with the requirement regarding corporate governance as required under Clause 49 of the Listing Agreement entered in to with the Stock Exchanges where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and cooperation and hope that the same will continue in future.

Date : 10-08-2010 For and On behalf of the Board

Place : Junagadh

Registered office : Sd/-

Mahasgar House. Managing Director

Kalwa Chowk, Junagadh . Sd /-

Jt. Managing Director