Directors Report of Ras Resorts & Apart Hotels Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

(Amount in 000'')
Particulars	2023-24	2022-23
Revenue from operations	131,183.99	128,736.07
Other Income	1,677.35	3,173.34
Total Income	132,861.34	131,909.40
Less:
Depreciation	5,475.79	4,830.73
Finance Costs	5,707.97	6,692.00
Expenses (including Cost of sales and employees)	118,721.23	119,053.01
Profit/(loss) before tax	2,956.35	1,333.66
Less:Provision for Taxation
Current Tax	-	-
Deferred Tax	1,126.06	945.83
Tax for earlier Years	-	467.10
Profit/(Loss) After Tax For The Year	1,830.29	(79.26)

TRANSFER TO RESERVES

There was no transfer of profits made to General Reserve during the year under report.

OPERATIONS / STATE OF COMPANY’S AFFAIRS

The Company has completed Thirty-Five years of operations. During the year under report, the total income was Rs. 132,861,341/- compared to Rs.131,909,401/- in the previous year. The working result of the Company shows a Net profit of Rs. 1,830,293/-.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSON (KMP):Appointment of Director

Shri Gautam Shewakramani (DIN:00021181), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Independent Directors

Shri Saifuddin Attar (DIN: 01491659), Qualified Company Secretary and Chartered Accountant and Shri Kapil Somani (DIN: 10491646), Qualified Chartered Accountant, were appointed as Additional Directors (Non-executive, Independent) respectively on the Board of the Company with effect from July 13, 2024 by the Board. Further, the Board also appointed them as an Independent Director for a period of three years each with effect from July 13, 2024 subject to the approval of shareholders at the ensuing AGM.

Necessary resolutions for approving the appointment of aforesaid Directors by shareholders are proposed at the ensuing AGM of the Company.

COMPANY SECRETARY

Ms. Binita Patel (Membership No.: A46394) resigned from her office as Company Secretary and Compliance Officer of the Company w.e.f April 15, 2024. The Board placed on record their sincere appreciation for the valuable services rendered by her, during her tenure as Company Secretary and Compliance Officer of Company.

Ms. Maitri Gala (Membership No: A67671) was appointed as Company Secretary and Compliance Officer at the Board meeting of the Company w.e.f July 13, 2024, who is holding membership of The Institute of Company Secretaries of India (ICSI) and is meeting the requisite criteria for appointment as Company Secretary of the Company.

Key Managerial Personnel (‘KMP’)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (the ‘Act’), the following are the KMPs of the Company:

• Shri Vishamber Shewakramani, Managing

Director and CFO

• Smt Nalini Shewakramani, Executive Director

• Ms. Maitri Gala, Company Secretary and

Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Independent directors have submitted their declarations stating that each of them meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and that there has been no change in the

circumstances which may affect their status as Independent Director of the Company during the year. In the opinion of the Board, the Independent Directors possess the appropriate balance of skills, experience and knowledge, as required. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors of the Company met 4 (Four) times during the year on May 20, 2023, August 05, 2023, November 04, 2023 and February 10, 2024.

The details of meetings attended by the Directors are as follows:

Sr. No	Name	No. of Board Meetings attended
1.	Shri Pravin Vepari	4
2.	Shri Ameet Hariani	4
3.	Shri Vijay Ranjan	4
4.	Smt Nalini Shewakramani	4
5.	Shri Gautam Shewakramani	3
6.	Shri Rahul Shewakramani	2
7.	Shri Vishamber Shewakramani	4

b. Audit Committee:

Members of the Audit Committee met 4 (Four) times during the year on May 20, 2023, August 05, 2023, November 04, 2023 and February 10, 2024.

The details of meetings attended by the members are as follows:

Sr. No	Name	No. of Meetings attended
1.	Shri Pravin Vepari	4
2.	Shri Ameet Hariani	4
3.	Shri Vijay Ranjan	4
4.	Shri Gautam Shewakramani	3

c. Nomination and Remuneration Committee:

Members of the Nomination and Remuneration Committee met once during the year i.e. on February 10, 2024.

The details of meetings attended by the members are as follows:

Sr. No	Name	No. of Meetings attended
1.	Shri PravinVepari	1
2.	Shri Ameet Hariani	1
3.	Shri Vijay Ranjan	1
4.	Shri Rahul Shewakramani	-

d. Stakeholders Relationship Committee:

Members of the Stakeholders Relationship Committee met once during the year i.e. on February 10, 2024.

The details of meetings attended by the members are as follows:
Sr.	Composition	No. of
No		Meetings attended
1.	Shri Pravin Vepari	1
2.	Smt Nalini Shewakramani	1
3.	Shri Gautam Shewakramani	1

VIGIL MECHANISM

The Company has a Whistle Blower Policy in place and has established the necessary vigil mechanism for its directors and employees. The Policy is available on the Company''s website at http://www.rrahl.com/rrahlpolicies.html.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the criteria for selection of candidates for appointment as Directors, Independent Directors and Senior Management of the Company are placed on the website of the Company at http://www.rrahl.com/rrahlpolicies.htm.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS’ 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:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(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 profit 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 Act 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 to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls in place commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the

effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded timely.

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The Internal Auditors also periodically review the adequacy of such internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.rrahl.com/financialinformation.htm.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014, M/s. Khandelwal and Mehta LLP, Chartered

Accountants (FRN: W100084) were re-appointed as Statutory Auditors of the Company for another term of five years from the conclusion of the Thirty-Eighth Annual General Meeting of the Company till the conclusion of the Forty-third Annual General Meeting to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility to act and hold office as Statutory Auditors of the Company in compliance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-2024. The Secretarial Audit Report in Form MR-3 is annexed to this report as “Annexure I”.

DISCLOSURE

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The Statutory Auditors Report and Secretarial Audit Report for the financial year 2023-24 does not contain any qualifications, reservations and adverse remarks.

The Company has been in compliance with all the regulations of the concerned authorities and the applicable provisions of the Act and rules framed thereunder.

COST AUDITORS

The maintenance of cost records and cost audit provisions are not applicable to the Company as required under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. The Solar Water Heating System as adopted by the Company has been further extended which has helped in saving of energy cost.

b. Technology absorption:

The Company does not need any technology for its existing business.

c. Foreign exchange earnings and outgo:

Foreign exchange earnings : NIL Foreign Outgo: NIL

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as “Annexure II”.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

DEPOSITS FROM PUBLIC

The Company has not invited and / or accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulatory/judicial authority or Court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments pursuant to the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises 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.

RELATED PARTY TRANSACTIONS

Particulars of 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 Form AOC-2 and the same forms part of this report as “Annexure III”.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, its Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
			The assessment of Committees based on the terms of reference of the committees and effectiveness of the meetings.

In the meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated after taking into account the views of Executive Directors and Non-Executive Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the year under report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the year.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-25.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading), 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of our Company at www.rrahl.com/rrahlpolicies.htm.

MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis is set out in this Board Report and annexed in “Annexure IV”.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors convey their deep sense of gratitude to Indian Bank and every Official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support and look forward to their continued assistance in future. Your Directors wish to place on record sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under report. Your Directors also express their warm appreciation to all employees for their contribution to the Company''s performance and for their superior levels of competence, dedication and commitment to the Company, both at Silvassa and Mumbai. The Directors express gratitude to Company''s Customers and Vendors and are grateful to you, the Shareholders for the confidence you continue to repose in the Company.

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Thirty First Annual Report together with the Statement of Accounts for the year ended on March 31, 2015

FINANCIAL RESULTS:

2014-15 2013-14

Revenue from operations 76,408,889 69,927,723

Other Income 914,418 529,647

Total Revenue 77,323,307 70,457,370

Less:

Depreciation 4,990,340 3,676,139

Interest 47,86,954 41,39,738

PROFIT BEFORE TAX 436,390 (3,243,728)

PROFIT BEFORE TAX

Less: Provision for Taxation

Current Tax - -

Deferred Tax (3,37,076) (9,32,147)

Tax for earlier Years (13,39,624) 27,580

PROFIT AFTER TAX 21,13,090 (2,339,161)

Surplus brought forward 1,32,33,089 11,564,90 from Previous Year

(With a view to conserve the resources, there was no transfer of profits made to General Reserve)

DIVIDEND

The Board of directors do not recommend any dividend during the financial year 2014-2015 in view of the meager profit.

OPERATIONS/STATE OF COMPANY'S AFFAIRS

The company has completed the twenty sixth year of operations. During the year under review, income from operations was Rs. 77,323,307 compared to Rs. 70,457,370 in the previous year. The working results of the Company shows a net profit of Rs. 2,113,090 as against the net loss of Rs.23, 39, 161 during the corresponding previous year.

The Company is constructing a large banquet hall facility of 12000 sq ft at an approximate cost of 300 lakhs at its resort in Silvassa for the purpose of weddings and conferences.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri. Pravin Vepari (DIN : 00216303), Shri. Ameet Hariani (DIN: 00087866) and Shri. Vijay Ranjan (DIN: 02346190) were appointed as Independent Directors at the last Annual General Meeting of the Company which was held on September 11, 2014.

Shri. Gautam Shewakramani (DIN : 00021181), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri. Rahul Shewakramani (DIN: 00021195) was appointed as an Additional Director of the Company with effect from May 29, 2015. Shri Rahul Shewakramani is one of the promoters of the Company. He is an MBA from MIT Salon School of Management and has experience of e- Commerce at Amazon Company UK Limited, Banking (Royal Bank Canada) and Think Tank (Gateway House). The resolution seeking approval of the Members for the appointment of Shri. Rahul Shewakramani has been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief detail about him. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing his appointment.

During the year Company appointed Shri. Vishamber Shewakramani, Managing Director also as Chief Financial Officer with effect from 31st January, 2015 as required under the provisions of Section 203 of the Act.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri.Pravin Vepari., Shri. Ameet Hariani and Shri. Vijay Ranjan, who are independent directors, have submitted declarations that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members

1. Shri. Pravin Vepari

2. Shri. Ameet Hariani

3. Shri. Vijay Ranjan

4. Smt. Nalini Shewakramani

Four meetings of the Committee were held during the financial year.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

DIRECTORS' 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:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(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 profit 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 Act 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 to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Dayal and Lohia, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report does not contain any qualifications, reservations or adverse remarks in their report.

As regards observations of Secretarial Auditors in their report, your directors have to state that the company is in the process of identifying and appointing a competent and suitable Company Secretary. Meanwhile, the company has engaged the professional services of Practising Company Secretaries to take care of due compliances of the provisions of the Act.

The company has been compliant of all the provisions of the act and rules framed thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) CONSERVATION OF ENERGY:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

(B) TECHNOLOGY ABSORPTION:

The Company does not need any technology for its existing business.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has earned Rs. 2.71 lakhs by way of foreign exchange earnings from foreign tourists and the outgo of foreign exchange was NIL.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure V.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and 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.

RELATED PARTY TRANSACTIONS

Particulars of 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 Form AOC-2 and the same forms part of this report as Annexure VI.

BOARD EVALUATION

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.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Perfor- Perfor- Criteria No. mance mance evaluation evaluation of performed by

1. Each Nomination Attendance, Contribution to Individual and Remu- the Board and committee directors neration meetings like preparedness Committee on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.

2. Independ- Entire Board Attendance, Contribution to ent direc- of Directors the Board and committee tors; excluding meetings like preparedness the director on the issues to be who is being discussed, meaningful and evaluated constructive contribution and guidance provided, etc.

3. Board, and All directors Board composition and its commit- structure; effectiveness tees of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc.

The assessment of committees based on the terms of reference of the committees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE GOVERNANCE REPORT

As per Sebi circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra And Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors express gratitude to Company's Customers and Vendors. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board

Mumbai PRAVIN VEPARI July 25, 2015 Chairman

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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Statement of Accounts for the year ended on March 31, 2014

OPERATIONS

The Company has completed its Twenty-fifth year of operations. Income for the year was Rs. 705.35 lakhs as compared to Rs. 799.16 lakhs in the previous year.

The working results of the Company show a net loss of ^ 23.39 lakhs after making provision for depreciation of ^ 36.76 lakhs.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) CONSERVATION OF ENERGY

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

b) TECHNOLOGY

The Company does not need any technology for its existing business.

c) FOREIGN EXCHANGE EARNING AND OUTGO

The Company has earned Rs. 4.4 lakhs by way of foreign exchange earnings from foreign tourist and the outgo of foreign exchange was Rs. 1.36 Lakhs towards business promotion.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

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 loss 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, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities;

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

DIRECTORS

Shri Tekchand Shewakramani, Director of the Company, who retires by rotation at the ensuing Annual General Meeting and who does not seek re-election be not reappointed as director of the Company. The Board has placed on record its appreciation of the contribution made by Shri Tekchand Shewakramani to the Company.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came in to force with effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors and shall hold office for a term upto five consecutive years on the Board of the Company and shall not liable to retire by rotation.

In complianece with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the necessary resolutions for the appointment of Shri Pravin Vepari, Shri Ameet Hariani and Shri Vijay Ranjan as Independent Directors of the Company are being placed before the Members at the ensuing annual general meeting for their approval.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2014 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2014-2015.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. Dayal & Lohia, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Dayal & Lohia, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Practicing Company Secretary form part of this report.

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

By order of the Board

Pravin Vepari Chairman

Date: July 24, 2014

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Twenty-Ninth Annual Report together with the Statement of Accounts for the year ended March 31,2013.

Operations

The Company has completed its Twenty-fourth year of operations. Income for the year was Rs. 799.16 lakhs as compared to Rs. 817.06 lakhs in the previous year.

The working results of the Company show a net profit of Rs. 46.05 lakhs after making provision for depreciation of Rs. 34.40 lakhs.

Dividend

Your Directors are pleased to recommend the payment of dividend of Rs. 0.50p equity share (5%) for the financial year ended March 31, 2013 amounting to Rs. 19 lakhs.

Bonus Shares

Your Directors are pleased to recommend to issue equity shares of face value of Rs.10/- each of the Company as bonus shares in the proportion of one equity share for every five equity shares held by the public shareholders with the Promoters/promoter group forgoing their right tp bonus entitlement.

Conservation of Energy

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

Technology Absorption

The Company does not need any technology for its existing business.

Foreign Exchange

The Company has earned Rs. 7.06 lakhs by way of foreign exchange earning from foreign tourist and the outgo of foreign exchange was 13.09 lakhs towards business promotion.

Directors

Shri. Pravin Vepari and Smt. Nalini Shewakramani, Directors of the Company would retire at the ensuing Annual General Meeting and they are eligible for re- appointment.

Brief resume of the above Directors, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

Managing Director

The term of Shri. Vishamber Shewakramani as Managing Director of the Company will expire on August 12, 2013. The Board of Directors of the Company has re-appointed him as Managing Director for a further period of five years with effect from August 13, 2013. The necessary resolution for his re-appointment and payment of remuneration to him has been proposed at the ensuing Annual General Meeting for the approval of Shareholders.

Directors'' Responsibility Statement

The Directors confirm:

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

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

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees

The Company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate

A Compliance Certificate from the Secretary in whole time practice in respect of the financial year ended March 31, 2013 is attached.

Auditors & Observations

As regards the observation made by the auditors in their report regarding non disclosure of amount due to Micro, Small and Medium Enterprises, the Management is of the opinion that as per nature of business, such vendors are from unorganized sectors to make the records possible. However efforts are being made to maintained the appropriate records.

M/s. Dayal & Lohia, Chartered Accountants, the Auditors of the company would retire at the forthcoming Annual General Meeting and they are eligible for reappointment.

You are requested to appoint the Auditors and fix their Remuneration.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd.

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Ltd. for the year 2013-2014.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Practicing Company Secretary form part of this report.

Acknowledgement

Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board

PRAVIN VEPARI

Chairman

Date: May 10, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty-Eighth Annual Report together with the Statement of Accounts for the year ended March 31, 2012.

Operations

The Company has completed its Twenty-third year of operations. Income for the year was Rs.817.06 lakhs as compared to Rs. 741.42 lakhs in the previous year.

The working results of the Company show a net profit of Rs. 68.72 lakhs after making provision for depreciation of Rs. 32.47 lakhs.

Dividend

Your Directors are pleased to recommend the payment of dividend of Rs. 1/- per equity share (10%) for the financial year ended March 31, 2012 amounting to Rs. 38.00 lakhs.

Conservation of Energy

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

Technology Absorption

The Company does not need any technology for its existing business.

Foreign Exchange

The Company has earned Rs. 4.16 lakhs by way of foreign exchange and the outgo of foreign exchange was Nil.

Directors

Shri Ameet Hariani and Shri. Gautam Shewakramani, Directors of the Company would retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

Brief resume of the above Directors, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

Directors' Responsibility Statement

The Directors confirm:

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

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

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees

The Company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate

A Compliance Certificate from the Secretary in whole time practice in respect of the financial year ended March 31, 2012 is attached.

Auditors

M/s. Dayal & Lohia, Chartered Accountants, the Auditors of the company would retire at the forthcoming Annual General Meeting and they are eligible for reappointment.

You are requested to appoint the Auditors and fix their Remuneration.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd. '

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Ltd. for the year 2012-2013.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the

Practicing Company Secretary form part of this report.

Acknowledgement

Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board

PRAVIN VEPARI

Chairman

Date: May 04, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Sixth Annual Report together with the Statement of Accounts for the year ended 31st March 2010.

Operations

The Company has completed its Twenty first year of operations. Income for the year is Rs.583.21 lakhs as compared to 514.68 lakhs in the previous year.

The working results of the Company show a net profit of Rs.45.19 lakhs after making provision for depreciation of Rs.32.42 lakhs.

Dividend

Your Directors are pleased to recommend the payment of dividend @ 10% per equity share for the financial year ended 31st March, 2010 amounting to Rs.38,00,000/-.

Conservation of Energy

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

Technology Absorption

The Company does not need any technology for its existing business.

Foreign Exchange

The Company has earned Rs.5.80 lakhs by way of foreign exchange and the outgo of foreign exchange was Nil.

Interest Subsidy

The Supreme Court has dismissed our claim vide its order dated July 7, 2010 in matter civil appeal no. 4986/4987/2010.

Directors

Shri Pravin Vepari and Smt. Nalini Shewakramani, Directors of the Company would retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

Brief resume of the above Directors, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

Directors Responsibility Statement

The Directors confirm:

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

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

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees

The Company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate

A Compliance Certificate from the Secretary in whole time practice in respect of the financial year ended 31st March 2010 is attached.

Auditors

M/s. Dayal & Lohia, Chartered Accountants, the Auditors of the company would retire at the forthcoming Annual General Meeting and they are eligible for reappointment.

You are requested to appoint the Auditors and fix their Remuneration.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd.

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Ltd. for the year 2010-2011.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Practising Company Secretaries form part of the annual report.

Acknowledgement

Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For Parikh Parekh & Associates

Place : Mumbai Shalini Bhat

Date : August 13, 2010 (Partner)

C. P. No. : 6994