DIRECTORS REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting their Twenty Seventh Annual Report together
with the Audited Financial Statement of the Company for the Financial Year ended 31st
March 2013.
FINANCIAL RESULTS:
The Financial Results for the year ended 31s1 March 2013 are given below:
(Rs. In lacs)
| Particulars |
Year ended 31.03.2013 |
Year ended 31.3.2012 |
| Total Income |
240.77 |
168.10 |
| PBDIT |
18.55 |
(30.38) |
| Interest |
1.50 |
2.97 |
| Depreciation |
65.72 |
65.19 |
| Profif(Loss) Before Tax |
(48.67) |
(98.54) |
| Exceptional items |
147.60 |
221.40 |
| Profit/(Loss) before taxation |
(196.27) |
(319.94) |
| Earlier year Tax adjustment |
.15 |
|
| Tax Expense |
- |
|
| Profit/(Loss) after taxation |
(196.12) |
(319.94) |
| Balance carried forward to B/S |
(1766.61) |
(1570.49) |
DIVIDEND
In view of loss incurred by the company during the year under review, your Directors
are unable to recommend any dividend for the year ended 31st March 2013.
BUSINESS
Companys total income has been increased from Rs. 168 10 lacs to Rs. 240.77 lacs and
Profit before depreciation, interest has increased from Rs. (30.38) Lacs to Rs. 18.55 Lacs
during the year under review, despite not being able to undertake major up gradation of
the hotel facilities due to financial constraints and low rate of Occupancy.
CORPORATE GOVERNANCE
The Company is committed to the application of best Management Practices, compliance
with law, adherence to ethical standard. The Company has in all spheres of its activities
adeguate checks and balance to ensure protection of interest of all stakeholders. M/s
Balika Sharma & Associates, Practicing Company Secretaries has examined companys
compliance and have certified the same as required under the SEBI Guidelines. The said
certificate, appearing as annexure, forms part of this report. A separate Management
Discussion & Analysis Report, covering a wide range of issues relating to performance
& business prospects is given as annexure to this report.
FIXED DEPOSIT
The company has not invited or accepted any fixed deposit from the public pursuant to
Section 58A of the Companies Act, 1956 during the year under review.
SUBSIDIARY COMPANY:
The Ministry of Corporate Affairs vide their letter no. 5/12/2007-CL-lll dated February
8, 2011, has granted a general exemption under Section 212(8) of the Companies Act, 1956,
for publication of the accounts of subsidiary companies, subject to fulfillment of certain
conditions. In view of the same, your Company is also exempted from publication of the
accounts of its subsidiaries under the provision of Section 212 of the Companies Act,
1956. The accounts of the subsidiary companies are not separately included in the Annual
Report. However, the consolidated Financial Statements of the Subsidiary, in accordance
with relevant Accounting Standards of the Institute of Chartered Accountants of India,
duly audited by the Statutory Auditors, forms part of the Annual Report and are reflected
in the consolidated accounts.
The Financial Statements of the Subsidiary Company are available to the investors
seeking such information at any point of time. The Annual accounts of the subsidiary
companies will also be available at the Registered Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Article of Association
of the Company, Mr. Harmeet Ghai and Mr. Kuldeep Chander Vats, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and offer themselves for
reappointment. (The tenure of Mr. Harmeet Ghai as Whole Time Director has been expired on
31a March, 2013 and was not reappointed by Board of Directors as Whole Time
Director and continues to act as Ordinary Director liable to retire by rotation) The Board
of Directors are of the opinion that their continued association as Director with the
Company will be beneficial to the Board and recommend their reappointment as Ordinary
Director liable to retire by rotation.
DISPUTE & COMPROMISE WITH M/S UMAK INVESTMENT COMPANY PRIVATE LIMITED
Your Company had taken loan from M/s UMAK investment Company Private Limited for the
purpose of repayment of amount of one time settlement to IFCI & TFCI Limited. Further
the entire loan along vyith the upto date interest thereon has been settled by way of
sale/transfer of 814930 no. of equity shares of the promoters, their relatives, friends
and associates @ Rs 151/- per share. In addition to the above loan to the company M/s Umak
Investment Company Pvt. Ltd has also advanced Rs. 3.256 Crore to Promoters Directors of
the company in their personal capacity, the same has also been paid and settled along with
up-to-date interest thereon by the Promoters Directors by way of sale/ Transfer of 217470
no. of equity shares @ Rs. 151/- per share as per the Memorandum of Understanding dated 15th
March,2007 between M/s UMAK Investment Company Private Limited, Promoters Directors and
the Company. Thereafter, with regard to repayment of above said loans, a dispute had
arisen between the company and Ml s Umak Investment Company Pvt. Ltd. The matter is
still pending with Honble Delhi High Court.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr. AAkash Bajaj has
filed petition under section 397/398 of the Companies Act, 1956, before the Honble
Company Law Board. After some hearing, both the parties had submitted their compromise
offer before the Honble Company Law Board. Honble Company Law Board in their hearing
held on 20" day of July, 2009 had settled the dispute between M/s Umak Investment
Company Pvt. Limited, the Company and its promoter Directors. As per the order of Company
Law Board, both the parties shall withdraw their legal cases pending before the various
courts/forums also reverse the adjustment entries as above explained.
Subsequent to the order of Honble Company Law Board, the accounting entries passed in
Financial Year 2007-08 with regard to adjustment of loan of M/s Umak Investment Company
Pvt. Limited have been reversed by the Board of directors of the company in their meeting
held on 27th July 2009. Both the parties are in process for withdrawing their legal cases
pending before various courts/forums.
AUDITORS
The Statutory Auditors of the Company M/s. Sharma Goel & Company retire at the
ensuring Annual General Meeting and offer themselves for re-appointment. The Auditors have
furnished a certificate that their reappointment would be within the limits prescribed
under Section 224(1 B) of Companies Act, 1956.
ACCOUNTS AND AUDIT REPORT:
The Notes to Accounts referred to in the Auditors Report are self explanatory and,
therefore, do not call for any further comments. However, in respect of dispute &
compromise with M/S Umak Investment Company Private Limited, the Board of Directors wishes
to explain as under:-
Company had taken loan from M/S UMAK Investment Company Private Limited for the purpose
of repayment of amount of one time settlement to IFCI & TFCI Limited. Further, the
entire loan along with the upto date interest thereon has been settled by way of
sale/transfer of 8,14,930 no. of equity shares of the promoters, their relatives, friends
and associates @Rs 151/- per share. In addition to the above loan to the company M/s Umak
Investment Company Pvt. Ltd has also advanced Rs. 3.256 Crore to Promoters Directors of
the company in their personal capacity, the same has also been paid and settled along with
up-to-date interest thereon by the Promoters Directors by way of sale/ Transfer of
2,17,470 no. of equity shares @ Rs. 151/-per share as per the memorandum of Understanding
dated 15th March, 2007 between M/s UMAK Investment Company Private Limited, Promoters
Directors and the Company. Thereafter, with regard to repayment of above said loans, a
dispute had been arisen between the company and M/s Umak Investment Company Pvt. Ltd.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr. AAkash Bajaj has
filed petition under section 397/398 of the Companies Act, 1956, before the Honble
Company Law Board. After some hearing, both the parties had submitted their compromise
offer before the Honble Company Law Board. Honble Company Law Board in their hearing
held on 20th day of July, 2009 had settled the dispute between M/s Umak Investment Company
Pvt. Limited, the Company and its promoter Directors. As per the order of CLB, both the
parties shall withdraw their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above explained.
Subsequent to the Order of Honble Company Law Board, the accounting entries passed in
Financial Year 2007-2008 with regard to adjustment of loan of M/s Umak Investment Company
Pvt. Limited have been reversed by the Board of Director of the company in their meeting
held on 27th July, 2009. A sum of Rs. 50 lacs (i.e. Rs. 30 lacs paid by company, Rs. 10
lacs paid by promoter directors and Rs. 10 lacs by other) has been paid to M/s Umak
Investment Company Pvt. Limited. The company is also in nrocess for withdrawing the legal
cases pending before the various courts/forums. As on date, company as well as its
promoters director have complied the Honble Company Law Board order. In view of the
above, your directors are of the opinion that the Balance Sheet now presents a complete
true and fair picture.
In respect of nonpayment of employers/employees contribution to provident fund,
Administration charges on Provident Fund, Service tax, luxury tax and Vat amounting to Rs.
7.18 lacs, Rs. 4.66 lacs, Rs. 0.38 lacs, 7.98 lacs, Rs. 18.86 lacs and Rs. 5.93
respectively was due to financial crunch; however Company has upto date deposited
employers/employees contribution to provident fund, Administration charges on Provident
Fund and others Statutory dues shall be paid shortly. All dues in respect of Car loans
have been delayed paid, due to financial crunch. However, during the Year, Company have
paid/ settled all car loans except loan from Central Bank of India. The Company has
adequate Internal Control System commensurate with its size and business. Company has not
received declaration from Mr. Harmeet Ghai under Section 274(1)(g) of the Companies Act,
1956.
LISTING OF SHARES
Your Companys shares are listed and traded at Bombay Stock Exchange, Delhi Stock
Exchange and Ludhiana Stock Exchange. The Company has paid upto date listing fees to all
Stock Exchanges.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration over & above the limits
prescribed under Section 217(2A) of the Companies Act, 1956 as such no statement is
furnished under the said Section.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 the
Directors confirm that:
(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March,
2013, the applicable Accounting Standards have been followed and that no material
departures have been made there from;
(b) such accounting policies have been selected and applied consistently, and the
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 the end of the financial year and of the profit
or loss of the Company for that period;
(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;
(d) the Annual Accounts have been prepared on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, (as
amended) a statement giving the required information relating to energy conservation,
technology absorption, foreign exchange earnings and outgo is as under:
a) FOREIGN EXCHANGE EARNINGS: Conservation of Energy, Technology Absorption,
Foreign Exchange / out go.
| Foreign Exchange Earning |
NIL |
| Foreign Exchange Outgo |
NIL |
| b) RESEARCH & DEVELOPMENTS: |
NIL |
c) TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION: NIL
1. Efforts in brief made towards technology absorption, adaptation & innovation:
|
NIL |
| 2. Benefits derived as a result of above efforts |
: Does not arise |
| 3. In case of Imported Technology |
: N.A. |
d) CONSERVATION OF ENERGY: Particulars relating to conservation of energy pursuant
to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the
Board of Directors) Rules, 1988 is not applicable to the company. However, electricity
consumed during the Financial Year is as under:
CONSUMPTION OF ENERGY:
| Power and Fuel Consumption: |
Year Ended 31.03.2013 |
Year Ended 31.03.2012 |
| a) Electricity purchased: |
|
|
| - No. of Units Purchased |
1,72,537 |
1,73,066 |
| - Total Amount (Rs.) |
13,96,867 |
11,58,157 |
| - Rate / Unit (Rs.) |
8.09 |
6.70 |
| b) Own Generation (Through Diesel Generator): |
|
|
| - Hrs.(consumption) |
290 |
303 |
| - litre per hr. |
30 |
30 |
| - Rate / hr.(Rs.) |
1385 |
1220 |
ACKNOWLEDGEMENTS
The Directors take the opportunity to express their grateful appreciation for the whole
hearted and sincere cooperation, your company has received from the various departments of
Central and State Government, Bankers, Financial Institutions, Customers, Travel Agents,
suppliers and Contractors as well as shareholders of the company during the year under
review. The directors also wish to place on records the appreciation for the contribution
made by all the employees of all levels and hope that with their continued commitment and
dedication the company could look forward to more profitable operations ahead.
| Dated : 30.05.2013 |
By order of the Board of Directors |
| Place : New Delhi |
|
|
Umesh Phalpher |
|
Chairman & Managing Director |
+91-9892691696
