Directors Report of West Leisure Resorts Ltd.

Mar 31, 2024

Your directors present the Sixteenth Annual Report and audited Financial Statements of the
Company for the year ended 31^st March, 2024. Management Discussion and Analysis is also
included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

	Year Ended 31st March, 2024 (Rs Lakhs)	Year ended 31st March, 2023 (Rs Lakhs)
Profit/(Loss) Before Tax	(33.21)	5.08
Less: Tax Expenses	(8.00)	(2.41)
Profit/(Loss) for the year	(25.21)	7.49
Add: Balance brought forward	156.40	151.53
Add/(Less): Re-measurement of net defined benefit 0.16 Obligations, net of taxes		0.43
Available for Appropriation	131.35	159.45
Transfers & Appropriations:
Dividend paid on Equity Shares (Amount per Share Re 0.10)	3.05	3.05
Transfer to Reserves	-	__-____
Balance Carried Forward	128.30	156.40

2. DIVIDEND:

Your Directors recommended a dividend of 1% i.e. Re 0.10 paise per equity share on 30,53,337
equity shares of Rs 10 each subject to approval of members of the Company at the ensuing
Annual General Meeting (AGM). The total outflow on account of equity dividend will be
Rs 3,05,334.

3. OPERATIONS:

The Company has earned a total income amounting to Rs 24.09 lakhs in the current year viz
2023 - 2024 in comparison to Rs 38.28 lakhs, earned in the previous year.

The Company has incurred a pretax loss of Rs 33.21 lakhs in the current year as against
earning of a pretax profit of Rs 5.08 lakhs in the previous year.

The after tax loss for the current year stood at Rs 25.21 lakhs as against profit after tax of
Rs 7.49 lakhs in the previous year.

The total comprehensive income/(loss) for the year amounted to Rs 54.74 lakhs as against
Rs 74.45 lakhs in the previous year.

In the Board’s perception there are no foreseeable risks which could threaten the
existence of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

India, the fifth largest economy in the world, sustained its growth journey with GDP about 7.5%
in the financial year 2023-2024. Consistent high GST collections and a double digit growth in
direct taxes is leading to Economic buoyancy. Overall, the country is expected to be one of the
fastest growing economies in the world, in the years ahead.

However, across the globe economic growth was affected due to geopolitical uncertainties as well
as high debt servicing cost in the less developed countries.

In India, inflation continues to be the key economic indicator for regulators.

The Company’s current business activity consists of two segments viz Financial activities and
Provision of Services. The segment revenue and segment results appear in notes to the Financial
Statements.

The Company’s activity pertaining to supply of services has seen some growth. Revenue from
investment activity is Nil.

The Company has in place internal financial control systems, commensurate with its size and the
nature of its operations to ensure proper recording of financial and operational transactions /
information and compliance of various internal controls and other regulatory and statutory
compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal
control systems in the Company. The observations arising out of the internal audits are
periodically reviewed by appropriate persons and summaries along with corrective actions plans,
if any, are submitted to the management and Audit Committee for review, comments and
directions. The concerned persons undertake corrective action in their respective areas and
thereby strengthen the controls.

The Company did not enter any transaction(s) with any person(s) or entity belonging to the
promoter / promoter group who holds 10% or more shareholding in the Company.

Information pertaining to financial performance forms part of this Report.

The Company does not hold any share in demat suspense account or unclaimed suspense account.
There were no material developments in the Company’s Human Resource Capital.

RATIOS

i) Current Ratio:

As at March 31, 2024 the Company’s current ratio was 2.27:1 in comparison to 2.98: 1 in the
previous year. The decrease in the current ratio during the current year over the previous year is
mainly due to increase in current liabilities and decrease in current assets.

ii) Net Profit Margin:

The Company’s net profit margin at the current year end was -104.65% in comparison to 19.57%
in the previous year. The decrease in the net profit margin is due to net loss incurred in the
current year in comparison to net profit earned in the previous year.

iii) Return on Net Worth:

The Company’s return on net worth at the current year end was 2.75% as compared to 3.84% in
the previous year. The decrease in return on net worth is mainly due to net loss incurred, during
the current year.

5. CORE INVESTMENT COMPANY:

The Company continues to be a Core Investment Company (CIC) in terms of Core Investment
Companies (Reserve Bank) Directions, 2016, as amended.

6. CORPORATE GOVERNANCE:

Corporate Governance provisions are not applicable to the Company by virtue of Regulation 15(2)
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations),
as the paid up equity share capital and the net worth of the Company during the three
consecutive preceding financial years remained below the limits specified therein.

Accordingly, a report on Corporate Governance as stipulated under Schedule V of the Listing
Regulations is not attached to this Annual Report.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) At the 15^th Annual General Meeting (AGM) of the Company held on 30.09.2023
Mrs Smita Achrekar (DIN: 09237586) was re-appointed as a director of the Company.

b) Mr Chandra Kant Khaitan was re-appointed as Manager of the Company for a further period
of five years effective from 11.07.2023.

c) Mr Amit Moona (DIN: 0709653), director retires by rotation at the ensuing AGM and, being
eligible, offers himself for re-appointment.

d) Mr Vimal Chand Kothari and Mr Manekchand Panda, Independent directors of the
Company, will complete their 2^nd term of 5 years each on 30.09.2024 and therefore in
accordance with applicable provisions of the Act they will have to retire with effect from
closure of 30.09.2024 on account of completion of their tenure.

The Board places on record its appreciation for the contribution made by Mr Vimal Chand
Kothari and Mr Manekchand Panda during their tenure on the Board of the Company.

e) On recommendation of Nomination and Remuneration Committee, Mr Shyam Khandelwal
(DIN: 05147157) and Mr Sunil Kantilal Trivedi (DIN: 00387797) have been appointed as an
additional directors of the Company in the category of independent directors w.e.f.
09.08.2024. Pursuant to provisions of Section 150(2) and other applicable provisions of the
Act the appointment of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi needs to be
approved by members of the Company.

Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi possess requisite expertise and
knowledge and are qualified for functioning as Independent Directors of the Company.

The Company has also received notices from members of the Company under Section 160 of
the Act proposing the candidature of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi
for the office of Independent Directors.

A brief profile and other requisite information of Mr Shyam Khandelwal and Mr Sunil
Kantilal Trivedi forms part of the Notice of AGM.

The Board is of the opinion that Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi holds
highest standards of integrity and possess requisite expertise and experience required to
fulfill their duties as Independent Directors. Further Mr Shyam Khandelwal and Mr Sunil
Kantilal Trivedi have passed the online proficiency self-assessment test conducted by The
Indian Institute of Corporate Affairs.

The appointment of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi would also fill the
vacancy that may be caused due to aforesaid retirements of Mr Vimal Chand Kothari and
Mr Manekchand Panda.

Approval of members are being sought for appointment of Mr Shyam Khandelwal and
Mr Sunil Kantilal Trivedi as independent directors of the Company for a term of five years
w.e.f. 09.08.2024.

f) Necessary declarations have been received from the independent directors of the Company
under Section 149(7) of the Act stating that the declarants meet the criteria of independence
laid down in Section 149 (6) of the Act and also under Listing Regulations.

g) Board Evaluation:

The Board has carried out annual evaluation of its own performance, as also of the individual
directors and of its committees. The performance of Non-Independent Directors and of the
Board as a whole was carried out by the Independent Directors at their separate meeting.
Evaluation of performance of Independent Directors was carried out by the entire Board of
Directors, excluding the director being evaluated. The directors expressed satisfaction with
the evaluation process and the results.

In the opinion of the Board, all the independent directors possess requisite expertise,
integrity and experience.

h) Meetings:

Five meetings of the Board of Directors were held during the year.

8. AUDIT COMMITTEE:

The composition of the Audit Committee (AC) of the Company is/was as under:

Sr No.	Composition of AC- upto 09.08.2024	Composition of AC- w.e.f. 10.08.2024
1.	Mr Vimal Chand Kothari (Chairman)	Mr Shyam Khandelwal (Chairman)
2.	Mr Manekchand Panda	Mr Sunil Kantilal Trivedi
3.	Mr Nitin Mhatre	Mr Nitin Mhatre

The Company Secretary is Secretary to the Committee.

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

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee (NRC) of the Company is/was
as under:

Sr No.	Composition of NRC- upto 09.08.2024	Composition of NRC- w.e.f. 10.08.2024
1.	Mrs Smita Achrekar (Chairperson)	Mr Shyam Khandelwal (Chairman)
2.	Mr Vimal Chand Kothari	Mr Sunil Kantilal Trivedi
3.	Mr Manekchand Panda	Mrs Smita Achrekar
4.	Mr Nitin Mhatre	-

Salient features of the nomination and remuneration policy include having an appropriate mix of
executive, non - executive and independent directors primarily to maintain independence of the
Board.

The NRC assesses independence of directors at time of appointment / re-appointment as well as
annually. NRC takes into consideration various factors as specified in the policy while considering
any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Nomination and Remuneration policy is available on the Company’s website
www.westleisureresort.co.in under the section ‘Policies’.

10. STATUTORY AUDITORS:

Messrs Bharat Gupta & Company, Chartered Accountants (FRN: 131010W), were appointed as
Statutory Auditors of the Company for 5 years from the conclusion of the 15th AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGM has been
dispensed with. Accordingly, no such item has been placed for approval of the members in the
Notice of AGM.

Messrs Bharat Gupta & Company, have confirmed that they are eligible for continuing to act as
statutory auditors of the Company and no proceeding against the firm or any partner of the firm
is pending with respect to professional matters of conduct.

11. AUDITORS’ REPORT:

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

12. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed hereto as

“Annexure - I”.

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

13. LOANS, GUARANTEES AND INVESTMENTS:

Details of investments made appear in notes to the financial statements. No loan was given and
no guarantee or security was provided by the Company on behalf of others during the year.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year
with related parties were in ordinary course of business and on an arm’s length basis.

The Company has made few material related party transactions during the year after obtaining
appropriate approvals. During the year, the Company did not enter into any materially
significant related party transactions that may have potential conflict with the interest of the
Company.

In terms of Section 134 of the Act details of the same are stated in Form AOC-2 annexed hereto as

‘Annexure- II’.

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

Since the Company is not into any manufacturing activity there are no particulars to be specified
under the heading ‘conservation of energy’. There is no technology involved in the business being
carried on by the Company. The Company did not earn nor spent any foreign exchange during
the year.

16. CORPORATE SOCIAL REPONSIBILITY:

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the
Company.

17. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company has no subsidiary, joint venture or associate.

18. PARTICULARS OF EMPLOYEES:

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

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

19. ANNUAL RETURN:

Pursuant to Section 134 (3)(a) of the Act, the Company has placed copy of its Annual Return as at
March, 31, 2024 on its website at www.westleisureresort.co.in under the section ‘Disclosures’.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) read with Section 134(5) of the Act, your Directors state that:

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

(b) Accounting policies have been selected and applied consistently and judgments and
estimates made are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at end of the financial year and of its loss for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with requirements of the Act for safeguarding assets of the Company and for
preventing and detecting frauds and other irregularities;

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

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

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

21. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under
sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is
not required to maintain cost records.

22. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries
of India.

23. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no
transactions of the types covered thereby, during the year;

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

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

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

d. No significant or material order was passed by the regulators or courts or tribunals which
may impact the Company’s going concern status and its operations in the future;

e. Material changes affecting the financial position of the Company, between end of the
financial year and the date of this report;

f. No fraud is reported by auditors under Section 143(12) of the Act;

g. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

h. There was no instance of one-time settlement with any Bank or Financial Institution.

There are no women employees with the Company. No complaints pertaining to sexual
harassment of women during the year were received.

24. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Dated: 9^th August, 2024 Nitin Mhatre Smita Shailesh Achrekar

Director Director

(DIN: 08294405) (DIN: 09237586)

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Mar 31, 2015

Dear Members,

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

1. FINANCIAL RESULTS AND APPROPRIATIONS

Year Ended Year ended

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

Profit Before Tax 83.56 172.61

Less: Tax Expenses 22.96 31.73

60.60 140.88

Add: Balance brought forward 202.55 113.17

Add: Profit on Account of Demerger Scheme - 203.17

Available for Appropriation 263.15 457.22

Transfers & Appropriations:

Premium Payable on Redemption of - 248.40

Cumulative Preference Shares

Transfer to Capital Redemption Reserve 46.00 -

Proposed Dividend on Preference Shares

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

Tax on Pref. Share Dividend - 0.91

Transfer to General Reserve 212.00 -

Balance Carried Forward 5.15 202.55

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

2. OPERATIONS

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

3. DIRECTORS

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

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

c) Board Evaluation

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

d) Declaration by Independent Directors

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

e) Meetings

During the year seven board meetings were convened and held.

4. KEY MANAGERIAL PERSONNEL

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

5. AUDITORS

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

6. AUDITORS' REPORT

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

7. SECRETARIAL AUDIT

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

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

8. LOANS, GUARANTEES OR INVESTMENTS

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

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

10. REDEMPTION OF PREFERENCE SHARES

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

11. LISTING OF EQUITY SHARES

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

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

(A) Conservation of Energy :

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

(B) Technology absorption :

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

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

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

(iv) expenditure incurred on Research and Development : Nil

(C) Foreign exchange earnings and outgo : Nil

13. INTERNAL FINANCIAL CONTROL

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

14. RISK MANAGEMENT

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

15. NOMINATION AND REMUNERATION COMMITTEE

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

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

16. CORPORATE SOCIAL REPONSIBILITY

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

17. AUDIT COMMITTEE

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

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

18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate.

19. PARTICULARS OF EMPLOYEES

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

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

20. EXTRACT OF ANNUAL RETURN

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

21. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

22. GENERAL

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

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

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

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

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

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

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

Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

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

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Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS AND APPROPRIATION :

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

Profit before Tax 172.61 6.99

Less: Provision for Income Tax 38.56 1.03

Deferred Tax Liability/ (Asset) (3.53) -

MAT Credit Entitlement - -

Earlier years adjustments (3.30) 0.10

140.88 5.86

Add Balance brought forward 113.17 107.31

Add : Profit on Account of Demerger Scheme 203.17 -

Available for appropriation 457.22 113.17

DIVIDEND :

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

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

OPERATIONS :

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

DIRECTORS

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

SCHEME OF AMALGAMATION

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

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

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

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

LISTING OF COMPANY'S EQUITY SHARES :

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

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

REDEMPTION OF PREFERENCE SHARES :

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

STATUTORY AUDITORS :

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

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

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

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

PUBLIC DEPOSITS :

The Company did not accept any deposits from the public

PARTICULARS OF EMPLOYEES :

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and its profit for the year;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

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

EMPLOYEE RELATIONS

Relations with employee during the year continued to be cordial

ACKNOWLEDGEMENTS

The Board sincerely thanks all Stakeholders for their continued support.

On Behalf of the Board of Directors

Om Prakash Adukia Govind Prasad Goyal Director Director

Registered Office

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

Date : 2nd September 2014