Directors Report of Woodsvilla Ltd.

Mar 31, 2014

The Directors have pleasure in presenting their 26th Annual Report along with Audited Accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL DATA

The key features of your Company''s financial performance for the year ended March 31, 2014 are presented below, which have been prepared in accordance with the requirements of the Companies Act, 1956 and the Accounting Standards prevailing in India. Your Company''s management accepts responsibility for the integrity and objectivity of these financial statements.

(Rs. in lacs)

For the year For the year ended March ended March 31, 2014 (in lacs) 31,2013(in lacs)

a) Gross Revenue 73.17 84.91

b) Profit before Interest & Depreciation 12.37 9.95

c) Interest 0.82 1.07

d) Depreciation 8.11 7.94

e) Profit before Tax & Extraordinary items 3.42 0.94

f) Income from sale of shares NIL NIL

g) Profit before Tax 3.42 0.94

h) Provision for Tax including deferred tax 0.16 (0.69)

i) Profit after Tax for the year 3.26 1.63

2. OPERATIONS OVERVIEW

During the year, the gross income decreased from Rs. 84.90 lacs in the previous year to Rs. 73.17 lacs. Profit after tax increased from Rs. 1.63 lacs to Rs. 3.26 Lacs. The year under review saw the Indian economy make a recovery from the downturn that was caused by the meltdown in the global markets. The growth in the economy was mostly due to sustenance of consumption demand in the later quarters and the process started reinforcing the positive recovery outlook in the economy.

Your Company continues to do well in the hospitality sector. The Resort and its hospitality are highly appreciated by all individuals, corporates and institutions who visit the Resort. The Resort is getting good response from all over India and is on the prime property list of all prestigious travel consultants.

3. FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

4. SHARE CAPITAL

The Authorised Capital of the Company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs. 10 each and paid-up Capital of the Company is Rs. 3,00,70,000/- (Rupees Three Crores Seventy Thousand only) divided into 30,07,000 equity shares of Rs. 10/- each.

5. DIRECTORS

At the ensuing annual general meeting Mr. Vipin Aggarwal and three other Independent Directors, Mr. Deepak Gupta, Mr. S.M. Saini and Mr. Dev Kumar Bansal, are retiring by rotation and, being eligible, offer themselves for reappointment in terms of provisions of Companies Act, 1956 and the Articles of Association of the Company.

The brief resume/details relating to directors who are to be appointed/re-appointed are furnished in the explanatory statement to the notice of the ensuing annual general meeting:

* Mr. Vipin Aggarwal, DIN 00084395, aged 63 years, is a professional and brings with him rich and long experience. He is a promoter of your company and director in various companies and has wide exposure in running of corporates.

* Mr. Deepak Gupta, DIN 01043185, aged 48 years, is a businessman by profession. He has been associated with many companies and has wide experience in running of corporates.

* Mr. S.M. Sainik, DIN 00883025, aged 64 years is a corporate professional. He has advised many corporate on infrastructure design and facilities. He has been closely associated with your Company for the last many years.

* Mr. Dev Kumar Bansal, DIN: 01023668, aged 69 years is a businessman by profession. He has been associated with many companies and has wide experience in running of corporates.

6. APPOINTMENT OF AUDITORS

M/s MANV & Associates, Chartered Accountants, retire at the conclusion of ensuing annual general meeting and, being eligible, offer themselves for reappointment as statutory auditors and will hold office from the conclusion of this meeting till the conclusion of the third consecutive Annual General Meeting in the year 2017. The company has received confirmation from them to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3) (G) of companies Act, 2013.

7. AUDITORS'' REPORT

The observations of Auditors in their report, read with the relevant notes to accounts in Schedules pertaining to the year 2013-14 are self explanatory and do not require further explanations.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under subsection (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

9. TRANSFER TO RESERVES

Your Company did not propose to transfer any amount to the General Reserve for the year ended March 31, 2014 as no dividend is declared during the year keeping in view the requirements to plough back the funds for internal growth.

10. DIVIDEND

The Directors did not recommend any dividend for the year ended March 31, 2014, keeping in view the requirements to plough back the funds for internal growth.

11. PARTICULARS OF EMPLOYEES

There was no employee covered by the limit prescribed under the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy: As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as mentioned in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption, are not applicable. However, your Company, suo-moto employs techniques that result in conservation of energy.

B. Research and Development

During the financial year 2013-14, there was no R & D carried out by the Company.

C. Technology Absorption

Your Company is in Hospitality sector. There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work.

13. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company as on March 31, 2014. Commensurately, disclosure as required under section 212 of the Companies Act, 1956 is not applicable.

14. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors'' certificate regarding compliance of Corporate Governance are made part of the Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is annexed to the Directors'' Report.

16. BRANCHES OF THE COMPANY

Your Company operates its business from its offices located in Delhi. The Resort of your Company is located at Distt. Majkhali, Ranikhet, Uttaranchal.

17. HUMAN RESOURCE DEVELOPMENT AND TRAINING

Human resource development is accorded high priority by the management. Emphasis is placed on improving skills through in-house and outsourced training programmes. The relation between employees and management continued to remain harmonious during the year.

18. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Company''s Bankers, Institutions, Clients and all other business associates for their continued support during the year. Your Directors also acknowledge the sincere efforts put in by all the employees of the Company.

For and on behalf of the Board

Sd/- PLACE: NEW DELHI VIPIN AGGARWAL DATE: AUGUST 13, 2014 (DIRECTOR) DIN: 00084395

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Mar 31, 2013

The Directors have pleasure in presenting their 25th Annual Report along with Audited Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL DATA (Rs. in lacs)

The key features of your Company''s financial performance for the year ended March 31, 201 3 are presented below, which have been prepared in accordance with the requirements of the Companies Act, 1956 and the Accounting Standards prevailing in India. Your Company''s management accepts responsibility for the integrity and objectivity of these financial statements.

For the year For the year ended March ended March 31, 2013 31, 2012

a) Gross Revenue 87.33 109.87

b) Profit before Interest & Depreciation 9.95 11.85

c) Interest 1.07 2.29

d) Depreciation 7.94 7.78

e) Profit before Tax & Extraordinary items 0.94 1.79

f) Income from sale of shares NIL NIL

g) Profit before Tax 0.94 1.79

h) Provision for Tax including deferred tax (0.69) (0.43)

i) Profit after Tax for the year 1.63 2.22

2. OPERATIONS OVERVIEW

During the year, the gross income decreased from Rs. 109.87 lacs in the previous year to Rs.87.33 lacs. Profit after tax reduced from Rs. 2.22 lacs to Rs.1.63 Lacs. The year under review saw the Indian economy make a recovery from the downturn that was caused by the meltdown in the global markets. The growth in the economy was mostly due to sustenance of consumption demand in the later quarters and the process started reinforcing the positive recovery outlook in the economy.

Your Company continues to do well in the hospitality sector. The Resort and its hospitality are highly appreciated by all individuals, corporate and institutions who visit the Resort. The Resort is getting good response from all over India and is on the prime property list of all prestigious travel consultants.

3. FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

4. SHARE CAPITAL

The Authorised Capital of the Company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs. 10 each and paid -up Capital of the Company is Rs.3,00,70,000/- (Rupees Three Crores Seventy Thousand only) divided into 30,07,000 equity shares of Rs. 10/- each.

5. DIRECTORS

At the ensuing annual general meeting Mr. Dev Kumar Bansal , Dr. A P Singh and Mr. S K Sareen , will retire by rotation and, being eligible, offer themselves for reappointment in terms of provisions of Companies Act, 1956 and the Articles of Association of the Company.

The brief resume/details relating to directors who are to be appointed/re -appointed are furnished in the explanatory statement to the notice of the ensuing annual general meeting

- Mr. Dev Kumar Bansal, aged 68 years, is an industrialist and brings with him rich and long experience. He is a director in various companies and has wide exposure in running of corporate.

- Dr. A.P.Singh, aged 60 years, is a doctor by profession. He has been associated with many companies and has consulted them in various fields including HR management, reforms and medical care.

- Mr. S.K.Sareen , aged 64 years is a reputed architect by profession. During his long tenure as architect, he has advised many corporate on infrastructure design and facilities. He has been closely associated with your Company from the inception of the Resort.

6. APPOINTMENT OF AUDITORS

M/s M A N V & Associates , Chartered Accountants, retire at the conclusion of ensuing annual general meeting and, being eligible, offer themselves for reappointment as statutory auditors and will hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting. The company has received confirmation from them to the effect that their appointment, if made, will be within the limits prescribed under section 224 (1B) of the companies Act, 1956.

7. AUDITORS'' REPORT

The observations of Auditors in their report , read with the relevant notes to accounts in Schedules pertaining to the year 2012-13 are self explanatory and do not require further explanations.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under subsection (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures:

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

9.TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve

10. DIVIDEND

The Directors do not recommend any dividend for the year ended March 31, 2013 , keeping in view the requirements to plough back the funds for internal growth.

11. PARTICULARS OF EMPLOYEES

There was no employee covered by the limit prescribed under the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy: As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as mentioned in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption, are not applicable . However, your Company, employs techniques that result in conservation of energy.

B. Research and Development

During the financial year 2012-13, there was no R & D carried out by the Company.

C. Technology Absorption

Your Company is in Hospitability sector. There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work.

13. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company as on March 31, 201 3. Commensurately, disclosure as required under section 212 of the Companies Act, 1956 is not applicable.

14. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors'' certificate regarding compliance of Corporate Governance are made part of the Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is annexed to the Directors'' Report.

16. BRANCHES OF THE COMPANY

Your Company operates its business from its offices located in Delhi. The Resort of your Company is located at Distt. Majkhali, Ranikhet, Uttaranchal.

17. HUMAN RESOURCE DEVELOPMENT AND TRAINING

Human resource development is accorded high priority by the management. Emphasis is placed on improving skills through in-house and outsourced training programmes. The relation between employees and management continued to remain harmonious during the year.

18. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Company''s Bankers, Institutions, Clients and all other business associates for their continued support during the year. Your

Directors also acknowledge the sincere efforts put in by all the employees of the Company.

For and on behalf of the Board

Sd/-

PLACE: NEW DELHI VIPIN AGGARWAL

DATE: SEPTEMBER 3, 2013 (DIRECTOR)DIN:00084395

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Mar 31, 2011

The Directors have pleasure in presenting their 23rd Annual Report along with Audited Accounts of the Company for the year ended March 31, 2011.

1. FINANCIAL DATA (Rs. in lacs)

The key features of your Company's financial performance for the year ended March 31, 2011 are presented below, which have been prepared in accordance with the requirements of the Companies Act, 1956 and the Accounting Standards prevailing in India. Your Company's management accepts responsibility for the integrity and objectivity of these financial statements.

For the year For the year ended March ended March 31,2011 31,2010

a) Gross Revenue 113.75 101.21

b) Profit before Interest 85 Depreciation 16.03 20.81

c) Interest 2.27 3.31

d) Depreciation 7.54 7.99

f) Profit before Tax & Prior Period Adj. 6.95 9.51

g) Prior Period Adjustment 1.62 0.24

h) Profit before Tax 5.34 9.27

i) Provision for Tax including deferred tax 0.94 1.36

j) Profit after Tax for the year 4.40 7.91

k) Balance of profit brought forward 30.57 27.67

1) Transfer to General Reserve 5.00 5.00

m) Surplus carried to Balance Sheet 29.97 30.57

2. OPERATIONS OVERVIEW

During the year, the gross income increased from Rs.101.21 lacs in the previous year to Rs.113.75 lacs. Profit after tax reduced from Rs. 7.91 lacs to Rs.4.40 lacs. The later part of the year under review saw the Indian economy make a recovery from the downturn that was caused by the meltdown in the global markets. The growth in the economy was mostly due to sustenance of consumption demand in the later quarters and the process started reinforcing the positive recovery outlook in the economy. Your Company continues to do well in the hospitality sector. The Resort and its hospitality are highly appreciated by all individuals, corporate and institutions who visit the Resort. The Resort is getting good response from all over India and is on the prime property list of all prestigious travel consultants.

3. FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

4. DIRECTORS

- The requisite notice together with necessary deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing the election of Mr. Dev Kumar Bansal as a Director of the Company. Accordingly, necessary resolution has been included in the notice for calling Annual General Meeting, for his appointment as a Director and liable to retire by rotation.

- Mr. Vipin Aggarwal retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment as Director of the Company. His re- appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2010-11.

- Mrs. Shakuntala Rani retires by rotation in the ensuing Annual General Meeting and being eligible, offers herself for reappointment as Director of the Company. Her re-appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2010-11.

- Mr. S. M. Saini retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment as Director of the Company. His re- appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2010-11.

Proposals for the above re-appointments are part of the Agenda for the forthcoming Annual General Meeting and the respective resolutions are recommended for your approval.

5. AUDITORS' REPORT AND AUDITORS

M/s V. Malik and Associates, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received confirmation from them to the effect that their appointment, if made, will be within the limits prescribed under section 224 of the companies Act, 1956.

The comments of the auditors in their report are self explanatory and require no further explanations

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to subsection (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures:

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

7. TRANSFER TO RESERVES

Your Company proposes to transfer Rs.5.00 lacs to the General Reserve.

8. DIVIDEND

The Directors did not propose any dividend for the year under report, keeping in view the requirements to plough back the funds for internal growth.

9. PERSONNEL

There was no employee covered by the limit prescribed under the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as mentioned in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to it. However, your Company, soot employs techniques that result in conservation of energy. During the financial year 2010-11, there was no earning or outgo in foreign exchange.

11. SUBSIDIARY COMPANIES

Your Company did not have any subsidiary company as on March 31, 2011. Commensurately, disclosure as required under section 212 of the Companies Act, 1956 is not applicable.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors' certificate regarding compliance of Corporate Governance are made part of the Annual Report.

13. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is annexed to the Directors' Report.

14. BRANCHES OF THE COMPANY

Your Company operates its business from its offices located in Delhi. The Resort of your Company is located at Distt. Majkhali, Ranikhet, Uttaranchal.

15. HUMAN RESOURCE DEVELOPMENT AND TRAINING

Human resource development is accorded high priority by the management. Emphasis is placed on improving skills thru in-house and outsourced training programmers. The relation between employees and management continued to remain harmonious during the year.

16. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Company's Bankers, Institutions and Clients. Your Directors also acknowledge the sincere efforts put in by all the employees of the Company.

for and on behalf of the Board

PLACE: NEW DELHI VIPIN AGGARWAL

DATE: SEPTEMBER 2, 2011 (DIRECTOR)

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Mar 31, 2010

The Directors have pleasure in presenting their 22nd Annual Report along with Audited Accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL DATA (Rs. in lacs)

The key features of your Companys financial performance for the year ended March 31, 2010 are presented below, which have been prepared in accordance with the requirements of the Companies Act, 1956 and the Accounting Standards prevailing in India. Your Companys management accepts responsibility for the integrity and objectivity of these financial statements.

For the year For the year ended March ended March 31,2010 31,2009

a) Gross Revenue 101.21 102.69

b) Profit before Interest & Depreciation 21.42 28.45

c) Interest 3.31 6.52

d) Depreciation 7.99 7.26

f) Profit before Tax 9.27 14.66

g) Provision for Tax including deferred tax 1.36 3.36

h) Profit after Tax for the year 7.91 11.30

i) Balance of profit brought forward 27.67 21.37

j) Transfer to General Reserve 5.00 5.00

k) Surplus carried to Balance Sheet 30.57 27.67

2. OPERATIONS OVERVIEW

During the year, the gross income reduced marginally from Rs. 102.69 lacs in the previous year to Rs.101.21 lacs. Profit after tax also reduced from Rs. 11.30 lacs to Rs. 7.91 lacs. The later part of the year under review saw the Indian economy make a recovery from the downturn that was caused by the meltdown in the global markets. The growth in the economy was mostly due to sustenance of consumption demand in the later quarters and the process started reinforcing the positive recovery outlook in the economy.

Your Company continues to do well in the hospitality sector. The Resort and its hospitality are highly appreciated by all individuals, corporates and institutions who visit the Resort. The Resort is getting good response from all over India and is on the prime property list of all prestigious travel consultants.

3. FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

4. DIRECTORS

- The Board of the Company on May 13, 2010 had appointed Mr. Gopal Behari Lal as additional director of the Company to hold office till the conclusion of the ensuing Annual General Meeting. His appointment is placed for the approval and ratification of shareholders at the AGM to be held on September 29, 2010.

- The Board of the Company on August 18, 2010 had appointed Mr. Sanwar Mal Saini as additional Director of the Company to hold office till the conclusion of the ensuing Annual General Meeting. His appointment is placed for the approval and ratification of shareholders at the AGM to be held on September 10, 2010.

- Mr. Rajiv Gupta retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment as Director of the Company. His re-appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2009-10.

- General Virendra Singh (Retd.) retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment as Director of the Company. His re-appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2009-10.

- Mr. B. L. Gupta retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself

for reappointment as Director of the Company. His re-appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2009-10.

Proposals for the above re-appointments are part of the Agenda for the forthcoming Annual General Meeting and the respective resolutions are recommended for your approval.

5. AUDITORS REPORT AND AUDITORS

The comments of the auditors in their report are self explanatory and require no further explanations.

Your Company has received a communication from the existing Statutory auditors of your Company M/s Kudsia & Associates, Chartered Accountants, New Delhi, expressing their inability to continue as auditors of your Company for the financial year 2010-11, from the conclusion of the Annual General Meeting of the Company scheduled for September 29,2010.

The Audit Committee of your Company proposes the name of M/s Vipin Malik & Associates, Chartered Accountants, New Delhi as Statutory Auditors of your Company for financial year 2010-11. They have confirmed their eligibility for the appointment under the provisions of the Companies Act, 1956. Their appointment is placed before the shareholders of the Company at the Annual General Meeting for the financial year 2009-10.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to subsection (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures:

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

7. TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 5.00 lacs to the General Reserve.

8. DIVIDEND

The Directors did not propose any dividend for the year under report, keeping in view the requirements to plough back the funds for internal growth.

9. PERSONNEL

There was no employee covered by the limit prescribed under the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as mentioned in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to it. However, your Company, suo-moto employs techniques that result in conservation of energy. During the financial year 2009-10, there was no earning or outgo in foreign exchange.

11. SUBSIDIARY COMPANIES

Your Company did not have any subsidiary company as on March 31, 2010. Commensurately, disclosure as required under section 212 of the Companies Act, 1956 is not applicable.

12. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors certificate regarding compliance of Corporate Governance are made part of the Annual Report.

13. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is annexed to the Directors Report.

14. BRANCHES OF THE COMPANY

Your Company operates its business from its offices located in Delhi. The Resort of your Company is located at Distt. Majkhali, Ranikhet, Uttaranchal.

15. HUMAN RESOURCE DEVELOPMENT AND TRAINING

Human resource development is accorded high priority by the management. Emphasis is placed on improving skills thru in-house and outsourced training programmes. The relation between employees and management continued to remain harmonious during the year.

16. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Companys Bankers, Institutions and Clients. Your Directors also acknowledge the sincere efforts put in by all the employees of the Company.

for and on behalf of the Board

PLACE : NEW DELHI VIPIN AGGARWAL

DATE : AUGUST 18, 2010 (DIRECTOR)

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty First Annual Report of your Company for the year ended March 31, 2009.

1 FINANCIAL RESULTS (Rs. In lacs)

For the year For the year ended March ended March 31,2009 31,2008

a) Gross Revenue 102.69 89.34

b) Profit before Interest & Depreciation 28.45 28.86

c) Interest 6.52 10.78

d) Depreciation 7.26 6.79

f) Profit before Tax 14.66 11.29

g) Provision for Tax including deferred tax 3.36 2.10

h) Profit after Tax for the year 11.30 9.19

i) Balance of profit brought forward 21.37 17.16

j) Transfer to General Reserve 5.00 5.00

x) Surplus carried to Balance Sheet 27.67 21.37

2. DIVIDEND

Keeping in view the financial results for the financial year 2008-2009, the Board does not recommend any dividend for the year.

3. BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year, the gross income increased from Rs. 89.34 lacs in the previous year to Rs. 102.69 lacs. Your Company has stopped doing finance business keeping in view the tough recessionay conditions. Your Company had also applied to Reserve Bank of India for de-registration as a Non Banking Finance Company. Your Company has recently received the consent from the Reserve Bank of India to de-register your Company.

However, your Company continues to do well in the hospitality sector. The Resort and its hospitality was highly appreciated by all individuals, corporates and institutions who visited the Resort The Resort is getting overwhelming response from all over India and is on the prime property list of all prestigious travel consultants. This area of operations of the Company is projected to give majority of income to the Company in the coming years also.

4. FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

5. DIRECTORS

- Mr. V. P. Mittal, who retires by rotation, and being eligible, offers himself for reappointment at the forthcoming Annual General Meeting.

- Mr. Vipin Aggarwal, who retires by rotation, and being eligible, offers himself for reappointment at the forthcoming Annual General Meeting.

- Mrs.Shankuntala Rani, who retires by rotation, and being eligible, offers himself for reappointment at the forthcoming Annual General Meeting.

6. AUDITORS AND AUDITORSREPORT

M/s Kudsia and Associates, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received confirmation from them to the effect that their appointment, if made, will be within the limits prescribed under section 224 of the Companies Act, 1956. The comments of the auditors in their report are self explanatory and require no further explanations.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to subsection (2AA) of Section 217 of the Companies Act, 1956. the Board of Directors hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures:

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

8. LISTING AGREEMENT

The equity shares of the Company are listed with the Bombay and Delhi Stock Exchanges and the feting fees has. been paid. The cash flow statement for the year ended March 31.2009 is also being annexed.

9. DEMATERIALISATION OF EQUITY SHARES

Your Company has recently completed all formalities to get the shares dematerialized and an ISIN code has been alloted to your Company. The Company is in process to send intimations regarding this development to the shareholders to enable them to get their shares dematerialized.

10. PARTICULARS OF EMPLOYEES

There was no employee covered by the limit prescribed under the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11. PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Keeping in view the nature of business of the Company, information pursuant to Section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption is not applicable to the Company.

12. ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Companys Bankers, Institutions and Clients. Your Directors also acknowledge the sincere efforts put in by all the employees of the Company.

for and on behalf of the Board

PLACE: NEW DELHI VIPIN AGGARWAL

DATE: SEPTEMBER 2,2009 (DIRECTOR)