| Dear Members,
The Directors present herewith their 27th Report and Statement of
Accounts for the year ended 31st March 2014.
1. FINANCIAL RESULTS
Particular Current Year Previous Year
Rs. in Lakhs Rs. in Lakhs
Income 101.61 131.06
Less : Expenses 115.29 123.04
Less: Depreciation and non-cash charges 12.97 14.85
Less: Fringe Benefit Tax
Net Profit / (Loss) (26.47) (166.21)
Loss Carried forward to Balance Sheet (26.47) (166.21)
2. OPERATIONS
During the year the Company has registered marginal decrease in
turnover. The hospitality industry is reviving but Manali is crowded
with number of hotels and hence there is a stiff competition to attract
the tourists. There was a marginal decrease in occupancy levels of
rooms and average Room Revenues during the Financial Year 2013-14.
Your Company is taking various steps to reposition itself to face the
competition.
3. SHARE CAPITAL-ANNULMENT OF FORFEITURE
Pursuant to the evidence produced to the Company and request received
from few Members whose Shares were forfeited ,the Company has annulled
the forfeiture and restored the names of such Members on the Register
of Members. Directors regret inconvenience caused to the Members as it
was difficult to reconstruct the exact records as most of the
secretarial records of the Company was badly damaged at the time of
unprecedented flood in the year 2005.
The Company has initiated actions for Demat of its Shares and in the
current year the Shareholders will be able to convert their physical
shareholding in the Demat Form. Once the Demat System becomes
operational the separate intimation will be sent to all the
shareholders individually and through news papers.
4. PROSPECTS
The First quarter ended on 30th June 2014 of the Financial Year 2014-15
was better for the Company as there was a marginal increase in the
total inflow. The steps taken by Company in the previous year as
regards to cost reduction, rationalisation of tariff rates etc. have
paved the way to show expected results. Your Company is optimistic to
achieve better results henceforth.
5. DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the Financial Year of the Company 31st
March, 2014 and the date of this Report
6. DIRECTORS
In view of the implementation of the provisions of the Section 149(7)
of the Companies Act, 2013 it has been decided by the Board of
Directors for continuation of the duration of Independent Directors for
a period of five years effective 1st April, 2014. Details of the
proposal for extending the duration of the office of the Independent
Directors namely Mr. Dewan Gobind Sahai and Mr. Kishore Chawla are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the 27th Annual General Meeting.
Pursuant to Section 152 (6) all the Directors other than Independent
Directors and Mr. Anand Sagar & Managing Director shall retire by
rotation. Accordingly Mr. Prem Sagar, Director and Mr. Jyoti Sagar,
Director will retire by rotation and being eligible and not being
disqualified under section 164 of the Companies Act, 2013, offers
himself for re-appointment.
7. DEPOSIT
The Company has not accepted Deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956.
8. CORPORATE GOVERNANCE
The Company has complied with the requirements under the Corporate
Governance reporting system. A detailed Compliance Report on Corporate
Governance is annexed to this Report. The Auditors' Certificate on
compliance with the conditions of Corporate Governance under Clause 49
of the Listing Agreement is also annexed to this Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
the Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures;
ii) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Loss of the
Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Annual Accounts have been prepared on a going concern basis.
10. INFORMATION PERSUANT TO SCTION 217 (2A) OF THE COMPANIES ACT. 1956
There were no employees falling under the purview of Section 217 (2A)
of the Companies Act, 1956.
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with Related
Parties have been disclosed separately and form a part of the Annual
Report
12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AS PER SECTION 217 (1)(e) OF THE COMPANIES ACT. 1956
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 the following information is provided.
a) Conservation of Energy
In pursuit of continuous improvement towards energy conservation and
compliance with environmental regulations, few initiatives have been
taken and implemented during the year under review. The Company is
aware about energy consumption and environmental issues related with it
and is therefore, continuously making sincere efforts towards
conservation of energy.
b) Technology absorption
Not applicable in view of the nature of activities of your Company i.e.
hospitality. No technology has been imported during the last five
years.
c) Foreign Exchange Earnings and outgo
There was no Foreign Exchange Earning and out go during the year under
review.
13. AUDITORS
M/s. Rajeev Singhi & Co (Membership No. 81892), the Auditors of the
Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment
14. AUDITORS' REPORT
The observation of the auditors in their report are self - explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
15. ACKNOWLEDGEMENT
We would like to acknowledge with gratitude, the support and
co-operation extended by Shareholders, Himachal Pradesh Government,
Vendors, Media and Banks and look forward to their continued support.
We also recognize and appreciate the sincere hard work, loyalty and
efforts of the employees and look forward to their continued support
By Order of the Board of Directors
For Sagar Tourist Resorts Limited
Place: Mumbai Dewan Gobind Sahai
Date: 14th August, 2014 Chairman
Registered Office
Sagar Niwas, Manali -175 131
District Kullu, Himachal Pradesh
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