Woodsvilla Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board presents the 37th Annual Report together with the Audited Financial Statement
and the Auditor’s Report for the Financial Year ended 31st March 2025.

FINANCIAL PERFORMANCE

(f in Hundreds)

Particulars	2024-25	2023-24
Total Income Earnings Before Interest, Depreciation, Taxes, Amortisations	83,983.62 20,636.91	70,693.19 11,610.22
and Exceptional items (EBIDTA)
Finance Costs	212.33	177.46
Depreciation	9,923.27	10,272.18
Exceptional Items	-	-
Profit / (Loss) Before Tax	10,501.31	1,160.58
Current Tax	1,415.47	-181.05
Deferred Tax	4,355.63	2,138.18
Profit / (Loss) for the year	4,730.21	796.55
Other Comprehensive Income / (Loss) for the year, net of tax	12,498.81	31,545.53
Total Comprehensive Income / (Loss)	17,229.01	30,748.98

The revenue from operations of the Company during the financial year 2024-25 has increased
from ^70,69,319 (2023-24) to ^83,98,362 (2024-25). Your Company has recorded an increase
of 18.80% in the revenue from operation of the Company during the financial year 2024-25.
In spite of tough competition and ever-increasing technological advancements like online
bookings etc., your Company has managed to sustain its position in the industry.

DIVIDEND

In order to conserve cash and ensure liquidity, your Board has not recommended any
dividend for the Financial Year ended 31st March 2025.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 5,50,00,000/- divided into 1,10,00,000
equity shares of Rs. 5/- each, and the paid-up share capital is Rs. 3,00,70,000/- divided into
60,14,000 equity shares of Rs. 5/- each. There was no change in share capital during the
year.

RESERVES

No amount is proposed to be transferred to reserves during the year.

DEPOSITS

The Company has neither accepted nor has any outstanding deposits as per the Companies
Act, 2013.

SUBSIDIARY/ASSOCIATE a JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate, or joint venture companies. Hence,
the Company is not required to prepare form AOC-1 with respect to performance of
subsidiary or joint venture or associate company.

LISTING

The Company''s equity shares continue to be listed on BSE Limited and listing fees have been
paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board
of Directors of the Company hereby state and confirm that: -

i) In the preparation of the Annual Accounts for the Financial Year ended March 31,2025, the
applicable Accounting Standards had been followed along with proper explanation 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 ended March 31,
2025 and of the profit or loss of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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,
2025 of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

a) Retirement by Rotation

During the financial year 2024-25, Mrs Meena Aggarwal, Director was due for retirement by
rotation and being eligible was re-appointed in the Annual General Meeting of the Company
dated 29^th September 2024.

b) Appointments and Cessation of Directors

Further based on his performance evaluation, Mr. Ravinder Mohan Manchanda was re¬
appointed as an independent director for a second term of 5 years starting 29^th September

2024. Mr. Vineet Gupta was appointed as an Independent director for a term of 5 years starting
05^th September 2024. Mr. Sanwar Mai Saini, Independent Director, resigned and ceased to be
director w.e.f 26^th March 2025.

In the opinion of the Board, Mr. Vineet Gupta, the Independent Director, appointed during the
financial year is the person of integrity and possess requisite expertise, skills and experience
(including the proficiency) required for their role as well as fulfils the conditions specified in
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the SEBI
LODR Regulations and are independent from Management.

c) Declaration of Independent Directors

At the first meeting of the Board of Directors for the Financial Year 2024-25, held, the
Independent Directors confirmed, pursuant to Section 149(7) of the Companies Act, 2013, that
they continue to meet the criteria of independence as prescribed under Section 149(6) of the
said Act.

The Board, after undertaking due assessment of the declarations submitted, was satisfied
that the Independent Directors:

• Meet the prescribed criteria of independence.

• Remain independent of the Management.

• Possess the necessary integrity, expertise, experience, and skills for their roles.

All Independent Directors have registered themselves with the data bank maintained by the
Indian Institute of Corporate Affairs (MCA), Manesar. Those required under Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 shall continue to
undertake the proficiency self-assessment test within the stipulated period.

In compliance with Schedule IV of the Companies Act, 2013, a separate meeting of the
Independent Directors was held on 05^th September 2024, without the presence of Non¬
Independent Directors and members of management.

d) Women Director

In line with Section 149 of the Companies Act, 2013 , the Company has ensured the presence
of one Woman Director on the Board.

Mrs. Meena Aggarwal, Chief Executive Officer and Whole-time Director, continues to serve as
the Woman Director of the Company.

e) Appointment and Cessation of Key Managerial Personnel (KMP)

There were no changes in the Key Managerial Personnel during the financial year 2024-25.

As on the date of this report, the Key Managerial Personnel (KMP) of the Company are:

S. No.	Name	Designation
1.	Mrs. Meena Aggarwal	Chief Executive Officer
2.	Mrs. Meena Aggarwal	Whole-time Director
3.	Mr. Sudhansu Kumar Nayak	Chief Financial Officer
4.	Ms. Vineeta Agrawal	Company Secretary & Compliance Officer

BOARD MEETINGS

During the financial year 2024-25, 6 (Six) meetings were held on 30^th May 2024, 13^th August
2024, 5^th September 2024, 14^th November 2024, 12^th February 2025 and 27^th March 2025. Here
gap between two Board Meetings did not exceed 120 days as mentioned in Regulation 17(2)
of the Listing Regulations.

S. No.	Date of meeting	No. of directors required to attend meeting	No. of directors attended the meeting	% of attendence
1.	30/05/2024	4	4	100
2.	13/08/2024	4	4	100
3.	05/09/2024	4	4	100
4.	14/11/2024	5	5	100
5.	12/02/2025	5	5	100
6.	27/03/2025	4	4	100

COMMITTEES OF THE BOARD

The Board of your Company continues to operate through five (5) Committees, constituted
in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as detailed below:

a) Audit Committee

The Audit Committee continues to provide oversight on the Company’s financial reporting,
internal control systems, statutory compliance, and risk management framework. It ensures
the maintenance of transparency and integrity in financial disclosures and reviews processes
such as internal audits, statutory audits, and the Whistle Blower Mechanism. Additionally, it
monitors compliance with applicable laws and policies, including the Prevention of Sexual
Harassment at Workplace.

The internal auditor continues to functionally report to the Audit Committee. Executive
Directors and Senior Management attend the meetings as invitees when required. All
recommendations of the Committee were accepted by the Board.

The Audit Committee met four (4) times during the financial year 2024-25, on the following
dates:

• 30^th May 2024

• 5^th September 2024

• 14^th November 2024

• 27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	30/05/2024	3	3	100
2.	05/09/2024	3	3	100
3.	14/11/2024	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on the date of this Report:

S.No	Name of the Member	Designation
1.	Mr. Vi pin Aggarwal	Chairman
2.	Mr. Vineet Gupta	Member
3.	Mr. Ravinder Mohan Manchanda	Member

b) Nomination 6t Remuneration Committee (NRC)

The NRC is responsible for recommending appointments and remuneration policies for
Directors and Key Managerial Personnel (KMP), and overseeing the evaluation of the Board’s
performance. It also ensures fair and transparent compensation to Executive Directors and
Senior Management.

The NRC met four (4) times during the year on:

• 30^th May 2024

• 13^th August 2024

• 05^th September 2024

• 27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	30/05/2024	3	3	100
2.	13/08/2024	3	3	100
3.	05/09/2024	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on date of this report:

S.No	Name of the Member	Designation
1.	Mr. Ravinder Mohan Manchanda	Chairman
2.	Mr. Sanwar Mai Saini till 25th March 2025	Member
3.	Mr. Vipin Aggarwal	Member
4.	Mr. Vineet Gupta w.e.f. 05th September 2024	Member

c) Stakeholders Relationship Committee

The Committee resolves issues related to investor grievances including transfer/transmission
of shares, non-receipt of dividend, share certificates, and general meeting matters. It also
reviews share dematerialization and re-materialization processes.

It met four (4) times during the year:

• 13^th August 2024

• 5^th September 2024

• 12^th February 2025
. 27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	13/08/2024	3	3	100
2.	05/09/2024	3	3	100
3.	12/02/2025	3	3	100
4.	27/03/2025	3	3	100

Composition of the Committee as on date of this report:

S.No	Name of the Member	Designation
1.	Mr. Vineet Gupta	Chairman
2.	Mr. Vipin Aggarwal	Member
3.	Mr. Ravinder Mohan Manchanda	Member

d) Risk Management Committee

This Committee focuses on implementing and monitoring an enterprise risk management
framework to identify, assess, and mitigate potential risks across strategic and operational
areas of the business.

It met four (4) times during FY 2024-25:

• 30^th May 2024

• 5^th September 2024

• 14^th November 2024

• 27^th March 2025

S. No.	Date of meeting	No. of members required to attend meeting	No. of members attended the meeting	% of attendence
1.	30/05/2024	3	3	100
2.	05/09/2024	3	3	100
3.	14/11/2024	3	3	100
4.	27/03/2025	3	3	100

ComDosition of the Committee as on date of this report:

S.No	Name of the Member	Designation
1.	Mr. Ravinder Mohan Manchanda	Chairman
2.	Mr. Vipin Aggarwal	Member
3.	Mrs. Meena Aggarwal	Member

e) Corporate Social Responsibility and Sustainability Committee

The Company did not meet the criteria for applicability of Section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility (CSR) for the financial year 2024-25.

Accordingly, the provisions of CSR under the Act remained non-applicable, and the CSR
Committee was not required to function during the year.

POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES

The Company firmly believes that fostering a diverse and inclusive culture is essential for
long-term success. A diverse Board composition enhances the quality of decision-making by
leveraging varied skills, qualifications, professional experiences, and perspectives of its
members. This, in turn, supports sustainable and balanced development.

In line with this philosophy and in accordance with the provisions of the Companies Act, 2013
and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated and adopted a Nomination and
Remuneration Policy.

Key Features of the Policy

The Policy, among other things, empowers the Nomination and Remuneration Committee
(NRC) to:

• Formulate criteria for appointment of Executive, Non-Executive, and Independent
Directors to the Board;

• Evaluate and recommend appointments to senior management positions;

• Determine appropriate remuneration structures based on qualifications, experience,
and industry benchmarks;

• Assess positive attributes and independence of Directors in line with the statutory
requirements under Section 178(3) of the Companies Act, 2013;

• Establish broad guidelines for performance evaluation of:

o The Board as a whole,
o Its Committees,

o Individual Directors (including the Chairperson and Independent Directors);

• Promote gender diversity by encouraging the appointment of women to senior
executive roles;

• Develop frameworks to attract, retain, and motivate high-quality talent.

• It is affirmed that the remuneration paid to Directors, KMPs and employees is as per
the Remuneration Policy of the Company.

Review and Amendments

There was no change in the Nomination and Remuneration Policy during the financial year
2024-25. The policy continues to reflect the Company''s commitment to good governance,
meritocracy, and inclusion.

Availability of the Policy

The complete Nomination and Remuneration Policy is accessible on the Company’s official
website at:http://www.woodsvilla.in/nomination_remuneration_policy.html

PERFORMANCE EVALUATION

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and the Company’s Nomination and
Remuneration Policy, the Board of Directors undertakes an annual evaluation of its own

performance, the performance of its Committees, and that of individual Directors.

Evaluation of the Board

The performance of the Board as a whole was evaluated based on a review of the Company’s
periodic performance, strategic contributions by the Board, and the alignment of Board
decisions with the Company’s long-term goals and value creation plans.

Evaluation of Executive Directors

The performance of the Whole-time Directors was evaluated by the Board based on:

• Their dedication and leadership in the implementation and execution of strategic
objectives;

• Management of growth-oriented initiatives;

• Achievement of key performance indicators and business milestones.

Evaluation of Non-Executive and Independent Directors

The performance of Non-Executive and Independent Directors was assessed based on their:

• Role in promoting corporate governance best practices;

• Involvement in strengthening transparency and regulatory compliance;

• Strategic guidance and oversight in decision-making processes.

Evaluation of Committees

The performance of each Committee of the Board was reviewed on the basis of:

• Effectiveness in executing the assigned functions and responsibilities;

• Contribution to the achievement of committee-specific goals;

• Timeliness and quality of deliberations, reviews, and recommendations.

Outcome of the Evaluation

The Board noted that the evaluation process was conducted in a fair, objective, and
constructive manner. The Directors expressed their satisfaction with the overall
performance evaluation framework and its outcomes.

Number of employees as on the closure of financial year

i. Female :- 1 (One)

ii. Male :- 9 (Nine)

iii. Transgender :- 0

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V of the Listing Regulations, the
Management Discussion and Analysis Report are presented in a separate section forming part
of this Annual Report in Annexure- A.

CORPORATE GOVERNANCE REPORT

The provisions relating to the Corporate Governance as enumerated under the Regulation 15
of Listing Regulations are not applicable to your Company as the paid up share capital and net
worth of the Company as on the last day of the previous financial year are below rupees ten
crores and rupees twenty-five crores respectively. Hence, the disclosure in the annual report
relating to para C, D and E of Schedule V to the above said Regulations does not forms the
part of this Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule
7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34(3) of
Listing Regulations, a Vigil Mechanism/Whistle Blower policy for directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation of
the Company’s code of conduct or ethics policy has been established. The Vigil Mechanism
Policy has been uploaded on the website of the Company.

During the year under review, no employee was denied access to the Audit Committee. No
complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial
year 2024-25.

RISK MANAGEMENT POLICY

The Company follows the risk management policy wherein the management keeps an eagle
eye view on the markets related to the services provided by the Company. The management
also monitors the socio-economic changes worldwide and the changes in the currency
fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and
minimization procedures. The Board frames a plan for elimination / minimization of the risk
and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the
existence of the Company. However, the risks inter-se that is generally dealt in regular course
of business and has to be taken care of is seasonal sale and weather conditions.

RELATED PARTY TRANSACTIONS

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy
on Related Party Transactions. The Policy envisages the procedure governing related party
transactions required to be followed to ensure compliance with the applicable laws and
regulations as well as to ensure that the Related Party Transactions are managed and disclosed
in accordance with the legal and accounting requirements.

During the year under review, no contract or arrangement was entered by the Company in
terms of the provisions of Section 188(1) of the Act. All the related party transactions entered
during the year were in the ordinary course of business and on arm’s length basis.

Further, no material related party transaction was entered during the year under review.
Accordingly, disclosure as required under section 134(3) (h) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable to your Company.

All related party transactions are mentioned in the notes to the financial statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Board has inter-alia reviewed the adequacy and effectiveness of your Company’s internal
financial controls relating to its financial statements. The Board has discussed with the
Management of the Company the major financial risk exposures and the steps taken by it to
monitor and control such exposures, overseen and reviewed the functioning of the Whistle
Blower Mechanism and the findings in respect of the investigations conducted on frauds, which
were material in nature and the actions taken by the Management in this regard.

MATERIAL CHANGES, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
AFTER THE CLOSURE OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

No significant changes have occurred affecting the Company’s financial position from the
end of the Financial Year 2024-25 up to the date of this Report.

EXTRACT OF ANNUAL RETURN

A copy of annual return of the Company is available on the website of the Company. Web link
of the same is https://woodsvilla.in/pdf/MGT-7-202324.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any Loan or given any Guarantees and the details of investments
made are given under relevant note of the Financial Statements.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE BANK

During the period under review, no significant or material orders were passed by any
Regulator, Court or Tribunal against your Company, which could impact its going concern status
or operations.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted
a policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules there under. The Company has constituted necessary
Internal Complaints Committee in accordance with the said Act.

During the period under review, your Company has not received any complaint of Sexual
Harassment at Work Place.

- Anti-Sexual Harassment Policy

Your Company has in place a policy on prevention of sexual harassment at workplace. Internal
Complaint committee is not required to be constituted as the worker in our organisation is
less than 10 during the Financial Year under review. Further the details of complaints received
as follows:

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed-off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

- The company has complied the provisions relating to the Maternity Benefit Act
1961.

AUDITORS

STATUTORY AUDITORS AND THEIR REPORT

At the 34th Annual General Meeting of the Company held on 30th September, 2022, M/s Rakesh
Raj & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the
Company to hold office from the conclusion of the 34th AGM until the conclusion of the 39th
AGM, on a remuneration as may be determined by the Board.

The Statutory Auditors have not made any qualifications, reservations, or adverse remarks in
their report for the financial year 2024-25. Furthermore, in accordance with the provisions of
Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instance of
fraud committed by the officers or employees of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed M/s CKA & Associates, Company Secretaries, as the Secretarial Auditor for the
financial year 2024-25.

The Secretarial Audit was conducted in accordance with applicable rules and regulations. The
Secretarial Audit Report is annexed to this Report as Annexure-B. The Report is free from any
qualification, reservation, or adverse remark and is self-explanatory.

INTERNAL AUDITORS

In compliance with Section 138 of the Companies Act, 2013, and the rules framed
thereunder, the Company appointed M/s Ashu Gogia & Associates, Chartered Accountants, as
the Internal Auditors for the financial year 2024-25.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit are not
applicable to your Company for the financial year 2024-25. Hence, no Cost Auditor was
appointed.

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

The Company is committed to sustainable practices and efficient use of resources.

(A) CONSERVATION OF ENERGY

a. Steps taken or impact on conservation of energy:

While the Company’s operations do not involve energy-intensive processes, it remains vigilant
in conserving resources through efficient practices in daily operations.

b. Steps taken for utilizing alternate sources of energy:

Efforts continue to improve energy efficiency and encourage the use of renewable energy
sources such as solar energy.

c. Capital investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company’s business model does not involve specialized technology; hence, no material
efforts were required.

b. Benefits derived: N.A.

c. Information on technology imported in the last 3 years: N.A.

d. Expenditure on Research and Development: N.A.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

PARTICULARS OF EMPLOYEES / PERSONNEL

In accordance with Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required
disclosures are annexed to this Report as Annexure-C.

Further, in compliance with Rule 5(2) and Rule 5(3), the statement containing particulars of
employees is available for inspection. As per Section 136 of the Act, the Report excluding this

annexure is being sent to shareholders. Any member interested in obtaining a copy may write
to the Company Secretary at [email protected].

SECRETARIAL STANDARDS

During the financial year 2024-25, the Company has complied with Secretarial Standards-1
and Secretarial Standards-2, as issued by the Institute of Company Secretaries of India (ICSI)
and approved by the Central Government.

DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

There were no applications made or proceedings pending under the Insolvency and Bankruptcy
Code, 2016 during the financial year 2024-25.

VALUATION DIFFERENCE DURING ONE-TIME SETTLEMENT

No one-time settlement was carried out during the financial year 2024-25. Hence, this clause
is not applicable to the Company for the year under review.

ACKNOWLEDGEMENTS

The Board of Directors extends its sincere gratitude to the Ministry of Corporate Affairs,
Securities and Exchange Board of India, other Regulatory Authorities, Financial Institutions,
Stock Exchanges, Registrars, Share Transfer Agents, and Banking Partners for their consistent
support and guidance.

The Board also thanks its valued shareholders for their unwavering trust and continued
support, and expresses its appreciation to its customers for their loyalty and patronage.

Most importantly, the Board places on record its deep appreciation for the commitment,
integrity, and tireless efforts of all employees across the organization. Their professionalism,
performance, and teamwork continue to be the foundation of the Company’s success in
today’s dynamic environment.

For and on behalf of the Board

Vipin Aggarwal

Director (DIN: 00084395)

Meena Aggarwal

Whole-time Director & CEO (DIN: 00084504)

Place: New Delhi
Date: 1^st September 2025

---

Mar 31, 2024

The Board of Directors have the pleasure of presenting the 36^th Annual Report together
with the Audited Financial Statements, Auditors'' Report and the Director''s Report on the
business and operations of the Company, for the financial year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE

The summarized financial highlights for the year under review are presented below:

Amount (in Rs.)

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Net Sales/ Income from Operations	68,81,076	88,69,847
Other Income	1,88,243	6,29,571
Total Income	70,69,320	94,99,418
Cost of material consumed	16,86,937	24,90,500
Employee Benefit expenses	12,36,941	12,75,309
Other expenses	29,84,419	44,79,538
Total expenses	59,08,297	82,45,347
Profit before Interest, Depreciation & Tax	11,61,023	12,54,070
Less: Finance Cost	17,746	40,766
Profit before Depreciation & Tax	11,43,277	12,13,304
Less: Depreciation	10,27,218	10,08,205
Profit (Loss) before Tax	1,16,059	2,05,099
Add/(Less): Tax	(1,95,713)	(13,50,131)
Other comprehensive Income/Loss	31,54,553	18,74,725
Net Profit/(Loss) after Tax	30,74,898	7,29,693
Balance b/f from the Balance Sheet	1,32,52,260	1,25,22,567
Balance c/f to the Balance Sheet	1,63,27,158	1,32,52,260

2. FINANCIAL HIGHLIGHTS

The revenue from operations of the Company during the financial year 2023-24 has
decreased from Rs. 88,69,847/- in financial year 2022-23 to Rs.68,81,076/- in the
relevant year. Your Company has recorded a decrease of 22.42% in the revenue from
operation of the Company during the financial year 2023-24. In spite of tough
competition and ever-increasing technological advancements like online bookings
etc., your Company has managed to sustain its position in the industry.

3. DIVIDEND

In order to conserve cash and ensure liquidity for the operations for the Financial Year
2023-24, the Board of Directors decided not to recommend any dividend to the
shareholders for the Financial Year 2023-24.

4. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 5,50,00,000/- divided into
1,10,00,000 equity shares @ Rs. 5/- each and the paid-up share capital of your
Company is Rs. 3,00,70,000/- divided into 60,14,000 equity shares @ Rs. 5/- each.
There was no change in the share capital structure of the Company during the financial
year ended 31st March, 2024.

5. RESERVES

Your directors do not propose to transfer any amount to the Reserves for the financial
year ended 31st March, 2024.

6. DEPOSITS

Your Company has neither any outstanding deposit nor accepted any deposit under
Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 during the period under review.

7. SUBSIDIARY/ASSOCIATE & JOINT VENTURECOMPANIES

The Company does not have any holding, subsidiary, and associate Companies.

8. LISTING

The equity shares of the Company continue to be listed on the BSE Limited. We confirm
that Annual Listing Fees for the financial year 2023-24 has already been paid within
the stipulated time period.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the
Board of Directors of the Company hereby state and confirm that: -

i) In the preparation of the Annual Accounts for the Financial Year ended March
31, 2024, the applicable Accounting Standards had been followed along with
proper explanation 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 ended March 31, 2024 and of the profit or loss of the
Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act 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, 2024 of the Company on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

vi) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

a) Retire by Rotation

Mrs. Meena Aggarwal (DIN: 00084504) is retiring by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. In view of the valuable guidance
and support received from her, your Directors recommend her re-appointment.

b) Appointments and Cessation of Director during Financial Year 2023-24

During the period under review, there were no new appointments or cessations.
However, Mr. Vipin Aggarwal (DIN: 00084395), was retired by rotation and re¬
appointment at the Annual General Meeting of the Company held on September 30,
2023.

c) Declaration of Independent Directors

At the first meeting of the Board of Directors for the Financial Year 2023-24 held on
30/05/2023 the Independent Directors have confirmed, as required under sub
section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of
independence required under sub-section (6) of Section 149 of the Companies Act,
2013.

The Board, after undertaking due assessment of the veracity of the declaration
submitted by the Independent Directors under sub section (6) of Section 149 of the
Companies Act, was of the opinion that the Independent Directors meet the criteria
of independence, are independent from Management and have necessary integrity,
expertise, skills and experience required for their role appointment as Independent
Director.

All the Independent Directors of the Company have registered themselves in the
data bank maintained with the Indian Institute of Corporate Affairs, Manesar
(''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, the Independent Directors
are required to undertake online proficiency self-assessment test conducted by the
IICA within a period of two (2) year from the date of inclusion of their names in the
data bank. The Independent Directors, whosoever is required, shall undertake the
said proficiency test.

Further, pursuant to the provisions of Section 149(8) read with Schedule IV of the
Act a meeting of the Independent Directors is required to be convened without the
presence of Non-Independent Directors and Members of the Management.

Accordingly, the meeting of the Independent Directors was held on13/02/2024.

d) Women Director

In terms of the provision of section 149 of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligation and disclosure Requirements) Regulation, 2015,
your Company has complied with the requirement of having at least one Women
Director on the Board of the Company. Mrs. Meena Aggarwal, Director & Chief
Executive Officer is the Women director of the Company.

e) Appointment and cessation of KMP

During the year under review, there was no changes in Key Managerial Personnel
of the Company.

As on the date of the report, the Key Managerial Personnel of your Company are as
under-:

S.No.	Name	Designation
1	Mrs. Meena Aggarwal	Chief Executive Officer
2.	Mrs. Meena Aggarwal	Whole time Director
3	Mr. Sudhansu Kumar Nayak	Chief Financial Officer
4	Ms. Vineeta Agrawal	Company Secretary & Compliance Officer

11. BOARD MEETINGS

During the financial year 2023-24, 5 (Five) meetings were held on 30/05/2023,
12/08/2023, 01/09/2023, 11/11/2023 and 13/02/2024. Here gap between two Board
Meetings did not exceed 120 days as mentioned in Regulation 17(2) of the Listing
Regulations.

12. COMMITTEES OF THE BOARD

The Board of your Company have constituted 5 (Five) Committees as mentioned below
in accordance with the provisions of the Companies Act, 2013 read with Listing
Regulations:

a) Audit Committee

The primary objective of the Audit Committee is to monitor and provide an

effective supervision of the Management''s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity
and quality of financial reporting. The Committee oversees the work carried out in
the financial reporting process by the Management, the internal auditor and the
statutory auditor and notes the processes and safeguards employed by each of
them and also assesses the adequacy and reliability of the internal control systems
and risk management systems. The Audit Committee further reviews processes
and controls including compliance with laws, Whistle Blower Policy and related
cases thereto, functioning of the Prevention of Sexual Harassment at Workplace
Policy and guidelines and internal controls.

The internal auditor reports functionally to the Audit Committee. The Executive
Director(s) and Senior Management of the Company also attend the Meetings as
invitees whenever required to address concerns raised by the Committee
Members. All the recommendation of the Committee were accepted by the Board.

The audit committee met Five (4) times during the year under review on
30/05/2023, 12/08/2023, , 11/11/2023 and 13/02/2024. The composition of the
Audit Committee is as under-:

S.no	Name of the Members	Designation
1	Mr. Sanwar Mal Saini	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Ravinder Mohan Manchanda	Member

b) Nomination & Remuneration Committee

The purpose of the Nomination and Remuneration Committee includes
formulating criteria for determining qualifications, positive attributes and
independence of Directors and recommending to the Board of Directors, a
policy relating to the remuneration of the Directors and Key Managerial
Personnel, overseeing the Company''s process for appointment of Senior
Management and their remuneration, devising criteria for performance
evaluation of the Board of Directors (including Independent Directors).

The NRC also discharges the Board''s responsibilities relating to compensation
of the Company''s Executive Directors and Senior Management.

The Nomination & Remuneration Committee met Five (4) times during the
year under review on 30/05/2023, 12/08/2023, , 11/11/2023 and 13/02/2024.
The composition of the Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mrs. Meena Aggarwal	Member
3	Mr. Sanwar Mal Saini	Member

Mainly, the Stakeholders Relationship Committee is responsible for resolving
complaints related to transfer/transmission of shares, non- receipt of annual
report and non-receipt of declared dividends, general meetings, approve issue of
new/duplicate certificates and new certificates on split/consolidation/renewal
etc., approve transfer/transmission, dematerialization and other related
shareholder issues.

The Stakeholders Relationship Committee met Five (4) times during the year under
review on 30/05/2023, 12/08/2023, 11/11/2023 and 13/02/2024.. The composition
of the Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Sanwar Mal Saini	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Ravinder Mohan Manchanda	Member

d) Risk Management Committee

Risk Management Committee is focused on enterprise risk management
framework for identifying risks and opportunities that may have a bearing on the
organization''s objectives, assessing them in terms of likelihood and magnitude of
impact and determining a response strategy.

The Risk Management Committee met Five (4) times during the year under review
on 30/05/2023, 12/08/2023, , 11/11/2023 and 13/02/2024. The composition of the
Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Sanwar Mal Saini	Member

e) Corporate Social Responsibility and Sustainability Committee

The Company did not fall under the purview of the criteria specified for
applicability of Corporate Social Responsibility ("CSR") under Section 135 for the
year under review. Therefore, the provisions of Section 135 of the Act were not
applicable on the Company.

13. POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications, professional experience, and knowledge of the
Board members necessary for achieving sustainable and balanced development.
Accordingly, the Company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of Companies Act, 2013 read
with the Rules issued thereunder and the Listing Regulations. During the financial year
under review.

The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company
and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under subsection (3) of Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a
whole, Committees of the Board, individual Directors including the chairperson and the
Independent Directors. The Policy encourages the appointment of women at senior
executive levels and thereby promoting diversity. The Policy is designed to attract,
recruit, retain and motivate best available talent.

There was no change carried in such policy during the year under review.

The web link of the Remuneration Policy is
http://www.woodsvilla.in/nomination remuneration policy.html

14. PERFORMANCE EVALUATION

The Board annually evaluates its performance as well as the performances of its
Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the
periodical performances of the Company and the role of the Board towards
achievement of the said performances and the future plans as set out from time to
time.

The performance of the Whole Time Directors is evaluated by the Board by linking it
directly with their devotion towards implementation and management of the growth
parameters of the Company and the actual achievements of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the
basis of their contribution for adopting better corporate governance practices,
transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of

the achievement of the work designated to the specific committee.

The Directors expressed their satisfaction with the evaluation process.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V of the Listing Regulations, the
Management Discussion and Analysis Report are presented in a separate section
forming part of this Annual Report in Annexure- A.

16. CORPORATE GOVERNANCE REPORT

The provisions relating to the Corporate Governance as enumerated under the
Regulation 15 of Listing Regulations are not applicable to your Company as the paid
up share capital and net worth of the Company as on the last day of the previous
financial year are below rupees ten crores and rupees twenty five crores respectively.
Hence, the disclosure in the annual report relating to para C, D and E of Schedule V to
the above said Regulations does not forms the part of this Report.

17. VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and
Regulations 34(3) of Listing Regulations, a Vigil Mechanism/Whistle Blower policy for
directors and employees to report genuine concerns about unethical behavior, actual
or suspected fraud or violation of the Company''s code of conduct or ethics policy has
been established. The Vigil Mechanism Policy has been uploaded on the website of the
Company.

During the year under review, no employee was denied access to the Audit Committee.
No complaints were received under Vigil Mechanism & Whistle Blower Policy during the
financial year 2023-24.

18. RISK MANAGEMENT POLICY

The Company follows the risk management policy wherein the management keeps an
eagle eye view on the markets related to the services provided by the Company. The
management also monitors the socio-economic changes worldwide and the changes in
the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment
and minimization procedures. The Board frames a plan for elimination / minimization
of the risk and further lays out the steps for implementing and monitoring of the risk
management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten
the existence of the Company. However, the risks inter-se that is generally dealt in
regular course of business and has to be taken care of is seasonal sale and weather
conditions.

19. RELATED PARTY TRANSACTIONS

On the recommendation of the Audit Committee, the Board of Directors has adopted
a policy on Related Party Transactions. The Policy envisages the procedure governing
related party transactions required to be followed to ensure compliance with the
applicable laws and regulations as well as to ensure that the Related Party Transactions
are managed and disclosed in accordance with the legal and accounting requirements.

During the year under review, no contract or arrangement was entered by the
Company in terms of the provisions of Section 188(1) of the Act. All the related party
transactions entered during the year were in the ordinary course of business and on
arm''s length basis.

Further, no material related party transaction was entered during the year under
review. Accordingly, disclosure as required under section 134(3) (h) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not
applicable to your Company.

All related party transactions are mentioned in the notes to the financial statements.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS

The Board has inter-alia reviewed the adequacy and effectiveness of your Company''s
internal financial controls relating to its financial statements.

The Board has discussed with the Management of the Company the major financial
risk exposures and the steps taken by it to monitor and control such exposures,
overseen and reviewed the functioning of the Whistle Blower Mechanism and the
findings in respect of the investigations conducted on frauds, which were material in
nature and the actions taken by the Management in this regard.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of
your Company occurred between the end of the financial year till the date of this
report.

22. EXTRACT OF ANNUAL RETURN

A copy of annual return of the Company is available on the website of the Company.
Web link of the same is https://woodsvilla.in/pdf/MGT-7-202324.pdf.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any Loan or given any Guarantees and the details of
investments made are given under relevant note of the Financial Statements. However,
the investments made does not exceeds the limits as prescribed under Section 186 of
the Act during the financial year under review.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
OPERATIONS OF THE BANK

During the period under review, no significant or material orders were passed by any
Regulator, Court or Tribunal against your Company, which could impact its going
concern status or operations.

25. CHANGE IN NATURE OF BUSINESS, IFANY

During the period under review, there was no change in the nature of business of your
Company.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there
under. The Company has constituted necessary Internal Complaints Committee in
accordance with the said Act.

During the period under review, your Company has not received any complaint of
Sexual Harassment at Work Place.

27. AUDITORS

(a) STATUTORY AUDITORS AND THEIR REPORT

At the 34^th Annual General Meeting of the Shareholders of your Company held on 30^th
September, 2022, M/s Rakesh Raj & Chartered Accountants, was appointed as the
Statutory Auditors of the Company to hold office as such from the conclusion of the
34^th Annual General Meeting until the conclusion of the 39^th Annual General Meeting
on such remuneration, as may be approved by the Board.

There are no qualifications, reservations or adverse remarks made by M/s Rakesh
Raj & Associates, Chartered Accountants, Statutory Auditors of the Company, in
their report.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory
Auditors of the Company have not reported any instances of frauds committed in
the Company by its officers or employees.

(b) SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed M/s CKA & Associates, Company Secretaries, Delhi, to act
as the Secretarial Auditor of your Company for the financial year 2023-24. The
secretarial audit of your Company was conducted in respect of the matters

prescribed in the said Rules and as set out in the Secretarial Audit Report for the
financial year 2023-24, which is provided as an Annexure-B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark and is self- explanatory in nature

(c) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the
relevant rules and regulations framed thereunder, your Company had appointed M/s
Ashu Gogia & Associates, Chartered Accountants as the Internal Auditor for the
financial year 2023-24.

(d) COST AUDITORS

The provisions relating to the Cost Audit and appointment of Cost Auditor under
Section 148 of the Companies Act, 2013 are not applicable to your Company.

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

The Company makes all efforts towards conservation of energy, protection of
environment and ensuring safety.

(A) CONSERVATIONOF ENERGY -

a. Steps taken or impact on conservation of energy;

Considering the nature of activities in which the Company operates, energy
consumption is in accordance to the normal business practices and does not require
any specific installations. In its regular course of business, the Company is always
vigilant to conserve the resources and continuously implements measures required to
save energy.

b. Steps taken by the Company for utilizing alternate sources of energy;

The Company focuses on improving energy efficiency, increasing the use of
renewable/ alternate source of energy in form of solar energy etc.

c. Capital investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION -

a. Efforts made towards technology absorption;

The business activities of the Company are not specific to any technology
requirements.

b. Benefits derived as a result of the above efforts:

N.A.

c. Information regarding technology imported, during the last 3 years: N.A.

d. Expenditure incurred on Research and Development: N.A.

(C) Foreign Exchange Earnings and Outgo -

(a) Foreign Exchange Earnings : Nil

(b) Foreign Exchange Out go : Nil

29. PARTICULARS OF EMPLOYEES /PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in
the prescribed format and annexed herewith as Annexure- C to this Report.

The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of
this Annual Report. Further, the Report is being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in
obtaining a copy thereof may write to the Company Secretary of the Company at
[email protected]

30. SECRETARIAL STANDARDS

During the year company has complied with the Secretarial Standards- I and II issued
by the Institute of Company Secretaries of India.

31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE
YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.

32. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The above clause was not applicable on the company for the period under review.

ACKNOWLEDGEMENTS

The Board of Directors places on record its gratitude to the Ministry of Corporate
Affairs, Securities and Exchange Board of India, other Statutory and Regulatory
Authorities, Financial Institutions, Stock Exchanges, Registrar and Share Transfer
Agent, Depositories and Correspondent Banks for their continued support and

guidance.

The Board also places on record its appreciation to the Shareholders of the Company
for their continued support and to its valued customers for their continued patronage.
The Board also expresses its deep sense of appreciation to all the employees of your
Company for their strong work ethic, excellent performance, professionalism,
teamwork, commitment and initiatives which has led to your Company reinforcing its
customer centric image and making commendable progress in today''s challenging
environment.

FOR AND ON BEHALF OF THE BOARD

VIPIN AGGARWAL MEENA AGGARWAL

Director Wholetime Director

&CEO

DIN:00084395 DIN:00084504

PLACE: New Delhi

DATE: 05.09.2024

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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)