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Page 1: Scanned by CamScanner...Anand Sagar Director Place: Mumbai Date: September 11, 2017 30TH ANNUAL REPORT 2016-2017 SAGAR TOURIST RESORTS LIMITED CIN: L55101HP1987PLC007312 30TH ANNUAL

Scanned by CamScanner

Page 2: Scanned by CamScanner...Anand Sagar Director Place: Mumbai Date: September 11, 2017 30TH ANNUAL REPORT 2016-2017 SAGAR TOURIST RESORTS LIMITED CIN: L55101HP1987PLC007312 30TH ANNUAL

Sagar Tourist Resorts LimitedSagar Niwas, Manali - 175 131, Dist.. Kullu, Himachal Pradesh. Tel.: (01902) 252554 Fax: (01902) 252562E-mail id: [email protected]

CORRIGENDUM

With reference to the Annual Report 2016-17 sent to the Members of the Company on September 05, 2017, there were some printing mistakes & thus the members are requested to take note of the corrections of the errors in the Annual Report 2016-17:

(I) In the Balance Sheet on the page number 28 Item No. (I)(1)(a)the figures for column 3 & 4 be read as 53,752,300.00, the Total of the Liabilities side be read for third and fourth column as 23,590,353.74 & 24,352,304.15 respectively and total of assets side for third and fourth column be read as 23,590,353.74 and 24,352,304.15

(II) On page number 32, Note 3(b) Issued Equity Shares as at 31st March, 2016 be read as Number 3,130,500 & Amount 31,305,000.00, Share Forfeiture Account Amount as at 31st March, 2017 be read as 2,447,300.00& the total of the column as at 31st March, 2017 be read as 53,752,300.00. The note be deleted.

(III) On page number 33, column number 2, row number 11 & 12 be read as 3,130,200 & 31,302,000.00 respectively; for column number 8, row number 11 & 12 be read as 300 & 3000.00 respectively; for column number 9 row number 11&12 be read as 3,130,500 & 31,305,000.00 respectively; column number 2, row number 7 & 8 be read as 3,130,500 & 31,305,000.00 respectively. The note be deleted.

(IV) On page number 34 point number (vi) words “However, during the current year 400 shares were annulled and consequently paid up capital stand increased with the paid up value of forfeited shares annulled” be deleted. And point number (vii) Column 2 & 3, row number 3 be read as 489,500 & Rs.2,447,300/-. The note be deleted.

(V) On page number 50, Note 39 be deleted.

This printing mistake happened inadvertently at the time of printing the final version. All other information in the Annual Report 2016-17 remains unchanged. Inconvenience caused is highly regretted.

For Sagar Tourist Resorts Limited

SD/-Anand Sagar Director

Place: MumbaiDate: September 11, 2017

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TH 30 ANNUAL REPORT2016-2017

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SAGAR TOURIST RESORTS LIMITEDCIN: L55101HP1987PLC007312

TH30 ANNUAL REPORT 2016-17

CONTENTS

Sr. No. Contents Pg.No.

1 Notice …………........…...…………………………………………………………………………… 1

2 Director's Report ………………....……………......…………………………………………… 5

3 Management Discussion and Analysis ………......…………………………………… 22

4 Auditor's Report ……………………........……………………………………………………… 23

5 Balance Sheet ………………….......……………………………………………………………… 28

6 Profit & Loss Account …………........………………………………………………………… 29

7 Cash Flow Statement …………………….......……………………………………………… 30

8 Schedules to Financial Statements ……………….........……………………………… 31

9 Nomination Form …………………………….......…………………………………………… 52

10 Proxy Form ……………………….........………………………………………………………… 53

11 Attendance Slip ……………………......………………………………………………………… 54

COMPANY INFORMATION

BOARD OF DIRECTORSthMr. Anand Sagar : Director (Managing Director up to 13 May, 2017)

Mr. Jyoti Sagar : Director

Mr. Prem Sagar : Director

Mr. Moti Sagar : Director

Mr. Kishore Chawla : Independent Director

AUDITORS

Rajiv Singhi & Co. 1081,

Sector 22-B, Chandigarh – 160022

REGISTERTED OFFICE CORPORATE OFFICE

Sagar Niwas, Manali – 175 131, Sagar Villa, Road No. 12A

Dist. Kullu, Himachal Pradesh J.V.P.D. Scheme, Juhu,

Tel.: (01902) 252554 Mumbai – 400049

Fax: (01902) 252562 Tel.: +91 26185883

EMAIL LISTING

[email protected] The Company's Shares are listed at

BSE Limited, Mumbai

WEBSITE

www.sagarresort.com

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NOTICE TO MEMBERS

NOTICE is hereby given that the Thirtieth Annual General Meeting (AGM) of the members of Sagar Tourist Resorts Limited

thwill be held on Friday the 29 September, 2017 at 11.30 a.m. IST at the registered office of the Company at Sagar Niwas, Manali - 175131, District Kullu, Himachal Pradesh to transact the following

Item No. 1 –Adoption of accounts

To receive, consider and adopt the Audited Financial Statements of the Company for the

stfinancial year ended March 31 , 2017, including the Reports of the Board of Directors and Auditors thereon.

Item No. 2 –Reappointment of Mr. Anand Sagar.

To appoint a Director in place of Mr. Anand Sagar (DIN: 00392983), who retires by rotat ion and being e l ig ib le , seeks reappointment.

Item No. 3 –Appointment of Auditors

To appoint Auditors and to fix their remuneration and in this regard to consider and if, thought fit, to pass with or without modification, the following resolution as an Ordinary resolution:

“RESOLVED THAT pursuant to the provision of section 139, 142, and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Audit and Auditors) rules, 2014, (including any statutory Modification(s) or re-enactment(s) thereof for the time being in force) and other applicable provisions if any, Naveen Soni & Associa tes , Cha rtered Accou n t a n t s (Membership No: 091203) (FRN : 012169N), be and are hereby appointed as Statutory Auditor of the Company in place of Rajiv Singhi & Co, Chartered Accountant, (Membership No: 81892), the retiring Auditors, on completion of their term under Section 139(2) of the Companies Act, 2013

and to hold office for the term of five Years, thfrom the conclusion of 30 Annual General

thMeeting till the conclusion of 35 Annual General Meeting of the Company to be held in the year 2022 (Subject to ratification of the appointment by the Members at every subsequent Annual General Meeting or as may be prescribed), at such remuneration to be decided by the Board of Directors in consultation with the said Auditor plus applicable taxes and re-imbursement of travelling and out of pockets expenses incurred by them for the purpose of audit”.

NOTES:

1. In respect of Resolution at item No. 2 a statement giving additional information on Director seeking reappointment is annexed herewith as required under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.

3. Proxy Form in order to be effective should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. A Proxy may not vote except on Poll. A Proxy so appointed shall not have any right to speak at the meeting. Blank proxy form is enclosed.

4. The Register of Members and the Share Transfer books of the Company will

thremain closed from Tuesday, 26 September, th 2017 to Friday, 29 September, 2017 (both

days inclusive).

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t h e C o m p a n i e s ( M a n a g e m e n t a n d Administration) Rule, 2015 and Regulation 44 of SEBI (Listing Obligations and DisclosureRequirements)Regulations,2015. The stated items of business may be transacted through electronic voting system and the Company is providing facility for voting by electronic means (“remote evoting”) to its Members. The Company has engaged the services of Central Depository Services Limited (“CDSL”) for providing remote e-voting facilities to the Members, enabling them to cast their vote in a secure manner.

The Company has appointed Mr. Vishal Arora (Membership No. 4566 and COP No. 3645)(Address: Arora & Gujaral, Company Secretaries, 651 Top Floor, Sector 88, Chandigarh-160022) as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. The E-voting right of shareholders/beneficial owners shall be reckoned on the equity shares held by them

ndas on 22 September, 2017.

1 The Voting period starts from 10.00 tha.m. on Monday 25 September, 2017 and

thends at 5.00 p.m. on 28 September, 2017. The voting module shall be disabled by CDSL for voting thereafter.

2 Open your web browser during the voting period and log on to the e-voting website https://www.evotingindia.com

3 Now click on “Shareholder” to cast your votes.

4 Now Enter your User ID.

5 Members holding shares in Physical Form should enter Folio Number registered with the Company, excluding the special characters.

6 Next enter the Image Verification Code as displayed and click on Login.

7 In case you have voted before on CDSL's e-voting system, enter your existing

5. Pursuant to Section 72 of the Companies Act, 2013, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company's Registrar and Transfer Agent.

6. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in physical form can submit their PAN details to the Company.

8. Member who is desirous of getting any information as regard to the business to be transacted at the meeting are requested to write to the Company their queries at least seven days in advance of the Meeting in order to keep the information required readily available at the Meeting.

9. Members/Proxies should bring the attendance slip duly filled in for attending the meeting.

10. A route map showing directors to threach the venue of the 30 Annual General

Meeting is given as per the requirements of Secretarial Standard 2 on General Meetings.

11. Members are requested to send all communication relating to shares to the Company's Registrar and Share Transfer Agent at Satellite Corporate Services Private Ltd. B-302, Sony Apartment, Opp. St. Jude High School, 90 Feet Road, Jarimari, Sakinaka, Mumbai-400072.

Voting by electronic means

In accordance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of t h e C o m p a n i e s ( M a n a g e m e n t a n d Administration) Rule 2014 as amended by

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password.

8 If you are a first time user follow the steps given below

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for physical shareholders)

Ø Members who have not updated their PAN with the Company are requested to use the first two letters of their name and the 8 digits of the sequence number which is mentioned in address label as sr. no affixed on Annual Report, in the PAN field.

Ø In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first characters of the name in CAPITAL letters. E.g. If your name is Manoj Kumar with sequence number 1 then enter MA00000001 in the PAN field.

12. After entering above details appropriately, click on “SUBMIT”.

13. Members holding shares in Physical form will then reach directly the Company selection screen. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

14. For Members holding share in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

15. Click on the “Electronic Voting Sequence Number” (EVSN) for Sagar Tourist Resorts Limited to vote.

16. On the voting page, you will see “Resolution Description” and option for vot ing YES/NO against Resolut ion Description. The option 'YES' implies that you assent to the resolution & 'NO' implies that you dissent to the resolution.

17. Click on the Resolution File Link if you wish to view the entire AGM Notice.

18. Enter the number of shares (which represents number of votes) under YES/NO or alternatively you may partially enter any number in YES and partially in NO, but the total number in YES and NO taken together should not exceed your total shareholding.

19. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

20. Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.

21. You are advised to cast your vote only through one mode (E-voting or through Poll at the AGM). In case you cast your votes through both the modes, votes cast through E-voting shall only be considered and votes cast at the meeting through Poll would be rejected.

22. You can also cast your vote using CDSL's Mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store, Windows and Apple smart phones. Please follow the instructions as prompted by the mobile app while voting on your mobile.

23. Note for Institutional Shareholders:

a. Institutional members (i.e. other than Individuals, HUF, NRI etc.) are r e q u e s t e d t o l o g o n t o https://www.evotingindia.co.in and registered themselves as Corporate.

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Name of the Director Anand Sagar

Date of Birth 3rd September, 1941

Date of Appointment 17.04.1990

Experience in specific

Functional Areas

Film Making, Director, Producer

Qualification Bachelor of Science, University of Mumbai

Disclosure of relationships

between directors inter se

Brother

Name of Listed entities inwhich the person also holds thedirectorship and themembership of Committees ofthe board

Shareholding in the Company 29,427

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b. A scanned copy of the Registration Form bearing the stamp and sign of the entity send to [email protected].

c. After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

d. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

24. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQS”) and e - v o t i n g m a n u a l a v a i l a b l e a t www.evotingindia.co.in under help section o r w r i t e a n e m a i l t o [email protected].

25. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the website of CDSL within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

Additional information on director r e c o m m e n d e d f o r a p p o i n t m e n t / reappointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

By Order of the Board of DirectorsSd/-

thDated: 11 August, 2017Place: Mumbai

Anand SagarDirector

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BOARD'S REPORT

Dear Members,thYour Directors are presenting the 30 Annual

Report on the business and operations of your Company along with the audited financial statements for the financial year

st ended 31 March, 2017. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS

During the year under review the Company has earned an income of ` 12,345,257/- (previous year ` 13,018,039/-) registering decrease of approximately of 1.05% and the total expenditure has been reduced approximately of 1.07 % in comparison with the previous year. It has made a loss of `1,606,336/- (previous year loss of `1 , 8 6 1 , 6 9 5 / - ) a f t e r p rov i d i n g fo r depreciation of ` 1,108,292/- (previous year ` 1,232,605/-).

2. STATE OF AFFAIRS OF THE COMPANY

As we all know that the Government of India took historic decision by announcing demonetization that the high-denomination notes (` 500 and ` 1,000) then in circulation would cease to be legal tender. Cash is the preferred mode of transaction in India and only less than half the population uses banking system for monetary transactions due to which there were less number of tourist than the last year which affected the overall business of the company leading to decrease in Income as compared to last year.

3. DIVIDEND

In view of accumulated losses incurred by Company, the Board does not recommend

stany dividend for the financial year ended 31 March, 2017.

4. M AT E R I A L C H A N G E S A N D COMMITMENTS

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

stthe financial year of the Company 31 March, 2017 and the date of this report.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

6. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the members and public within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Mr. Anand Sagar, Director (DIN: 00392983) will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offer himself for reappointment.

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Except above, there is no change in the composition of the Board of Directors.

(ii) Key Managerial Personnel

- Mr. Anand Sagar has tendered his resignation as Key Managerial Personnel designated as Managing Director of the Company w.e.f.

th13 May, 2017& continues to remain as Director on the Board.

- Ms. Sampada Nandgaonkar who is qualified Company Secretary having membership no. ACS32410 is appointed as Company Secretary as well as Compliance Officer of the

thCompany w.e.f . 14 April, 2017.

(iii) Declaration by an Independent Director(s)

The Company has complied with the provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declaration from the Independent Director pursuant to section 149 (7) of the Companies Act, 2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level o f e n g a g e m e n t a n d c o n t r i b u t i o n , independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

8. NUMBER OF BOARD MEETINGS

During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 30/05/2016, 12/08/2016, 14/11/2016 and 14/02/2017 respectively, the meeting on 14/02/2017 was adjourned for want of quorum which was then duly held on

22/02/2017 & the same was informed to BSE Ltd. on time.

thThe 29 Annual General meeting of the thCompany was held on 30 September, 2016

for the Financial year 2015-2016.

The attendance of the Directors at their Board Meetings is as under:

9 . D I R E C TO R' S R E S P O N S I B I L I T Y STATEMENT

To the best of their knowledge and belief and a c c o rd i n g to t h e i n fo r m a t i o n a n d explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true

Name ofDirector

Number ofMeetingattended/TotalMeetingheldduring theyear

Attendanceat AGM

Mr. Anand Sagar,ManagingDirector

4/4 No

Mr. Prem Sagar,Director

4/4 No

Mr. Moti Sagar,Director

4/4 No

Mr. Jyoti Sagar,Director

4/4 No

Mr. KishoreChawla,IndependentDirector

4/4 No

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The attendance of the Members at their Committee Meetings is as under:

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, LODR entered into with the Stock Exchange. Mr. Anand Sagar, Director and Statutory Auditors are permanent invitees to the Audit Committee meetings. The members of the Committee are qualif ied, experienced and possess professional knowledge with reference to powers, role and scope of the Committee. The Company is putting efforts to identify and appoint suitable persons and Woman Director.

11. NOMINATION AND REMUNERATION COMMITTEE

The Company is required to form Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, in order to form the said committee the Company is putting efforts to identify and appoint suitable persons for the positions of Independent directors and Woman Director, after which the Committee will be formed.

Name ofMembers

Number ofMeetingattended/TotalMeetingheldduring theyear

Attendanceat AGM

Mr. Anand Sagar,ManagingDirector

4/4 No

Mr. Jyoti Sagar,Director

4/4 No

Mr. KishoreChawla,IndependentDirector

4/4 No

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and fair view of the state of affairs of the stCompany as at 31 March, 2017 and of the

loss for the year ended on that date;

c. the directors have 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 The Audit Committee comprises of:

1. Mr. Kishore Chawla -Independent Director

2. Mr. Jyoti Sagar - Director.

3. Mr. Anand Sagar- Director, Permanent Invitee

During the Financial year, total 4 (Four) meetings of the Members of Committee were held on 30/05/2016, 12/08/2016, 14/11/2016 and 14/02/2017 respectively, the meeting on 14/02/2017 was adjourned for want of quorum which was then duly held on 22/02/2017 & the same was informed to Bombay Stock Exchange Ltd. on time.

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12. LISTING OF SHARES

Your Company's shares are listed on The BSE Limited (BSE). All the shares of the Company are in physical Form & the Company is in process of dematerialization of its Equity Shares and once the process is completed it will inform the ISIN to the shareholders in order to convert the shares into Demat form to smoothly trade on the Stock Exchange.

13. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURUSANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies ( A p p o i n t m e n t & Re m u n e ra t i o n o f Managerial Personnel) Rules,2014.

14. CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013, every Company having net worth of Rupees one thousand crore or more or a net profit of rupees five hundred crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Your Company does not fall under the said criteria hence, your company has not formed Corporate Social Responsibility Committee.

15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory r e q u i r e m e n t s , i n c o r r e c t o r misrepresentation of any, f inancial statements and reports, etc.

The employees of the Company have the right/option to report their genuine concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

1 6 . C O N S E RVAT I O N O F E N E R GY, T E C H N O L O GY A B S O R P T I O N A N D FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under:

Ø Energy Conservation:

In pursuit of continuous improvements t o wa rd s e n e r g y c o n s e r va t i o n a n d 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 i t and are therefore , continuously making sincere efforts towards conservation of energy.

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Ø Technology Absorption:

Not applicable in view of the nature of activities of your company i.e. hospitality.

Ø Foreign Exchange Earnings and outgo:

There was no Foreign Exchange Earning and outgo during the year under review.

17. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

18. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 st for the financial year ended 31 March, 2017

made under the provisions of Section 92(3) of the Act is annexed as “Annexure B” which forms part of this Report.

19. AUDITORS

(i) STATUTORY AUDITOR

The terms of Rajeev Singhi & Co, Chartered Accountants, the Statutory Auditors of the

thCompany will end with the conclusion of 30 Annual General Meeting. As per the provisions of Section 139(2) of the Companies Act, 2013 read with Rule 6 of The Companies (Audit and Auditors) Rules, 2014, they cannot be re-appointed at an ensuing

th(30 ) Annual General Meeting.

The audit committee recommended the Board that services of Naveen Soni & Associates. , Chartered Accountants, Chandigarh, having Firm Registration No. 012169N may be availed as Statutory Auditors of the Company and may be considered for appointment for a period of

thfive years from the conclusion of 30 Annual thGeneral Meeting upto the conclusion of 35

Annual General Meeting subject to the thapproval of Members at the ensuing 30

Annual General Meeting.

It may be noted that the proposed Statutory Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment would be within the prescribed limit under the Act and they are not disqualified for appointment. The Committee has recommended to the Board& Board has approved the appointment of the Statutory Auditors for the next Five Financial Years.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

(ii) SECRETARIAL AUDITOR

The Board has appointed Saraf & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.

The explanation with respect to qualification made by the Secretarial Auditors in the Secretarial Audit Report:

Sr. Secretarial Auditors

No. Qualification

1. Qualification :

As per the information and d o c u m e n t s p rov i d e d by t h e

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Management of the Company, the Company has not appointed a Company Secretary and a Chief Financial Off icer as per the provisions of Section 203 of the Companies Act, 2013.

Management response :

Efforts were made to identify suitable persons for the said positions. However till date, the Company has not been able to fill the positions in view of the remuneration offered to the candidates considering the accumulated losses of the Company. The Company is in process of filling the said vacancies.

2. Qualification :

As per the information and d o c u m e n t s p rov i d e d by t h e Management of the Company, the Company has not appointed an Internal Auditor as per the provisions of Section 138 of the Companies Act, 2013.

Management response :

Company has adequate internal control system. Since under C o m p a n i e s A c t , 2 0 1 3 , i t i s mandatory to appoint an Internal Auditor of the Company, the company is taking necessary steps to appoint Internal Auditor.

3. Qualification :

As per the Information and d o c u m e n t s p rov i d e d by t h e Management of the Company, the Company has not a Wo m a n d i re c to r a s p e r t h e provisions of Section 149 of the Companies Act,2013

appointed

Management response :

The Company is taking necessary steps to appoint a Woman Director as per the provisions of Section 149 of the Companies Act, 2013

4. Qualification :

The Company has not maintained an official working Website of the Company

Management response :

The Company is taking necessary steps to form & maintain an official working website of the Company.

5. Qualification :

The Company has not constituted Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013.

Management response :

The Company is putting efforts to identify and appoint suitable persons for the positions of Independent directors and Woman D i r e c t o r, i n o r d e r t o h a v e composition of Board, after which the Committee will be formed in accordance with Section 178(1) of the Companies Act, 2013.

6. Qualification :

The Company has not constituted the Audit Committee pursuant to Section177 of the Companies Act,2013

Management response :

The Company is putting efforts to

identify and appoint suitable

persons for the positions of

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Independent directors and Woman

D i r e c t o r, i n o r d e r t o h a v e

composition of Board, after which

the Committee will be formed in

accordance with the Section 177 of

the Companies Act, 2013.

20. HUMAN RESOURCES

Employees are considered to be team

members being one of the most critical

resources in the business which maximize

the effectiveness of the Organization. Human

resources build the Enterprise and the sense

of belonging would inculcate the spirit of

dedication and loyalty amongst them

towards strengthening the Company's

Polices and Systems. The Company maintains

healthy, cordial and harmonious relations

with all personnel and thereby enhancing the

contributory value of the Human Resources.

21. ENVIRONMENT AND SAFETY

The Company is conscious of the importance

of environmental ly c lean and safe

operations. The Company's policy requires

conduct of operations in such a manner, so as

to ensure safety of al l concerned,

compliances environmental regulations and

preservation of natural resources. There was

no accident during the year.

22. ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Internal Financial Controls with

reference to financial statements as designed

and implemented by the Company are

adequate considering the size and operations

of the Company.

23. PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES

The Company has not taken any loan from

Director of the Company during the year.

24. PARTICULAR OF CONTRACTS OR

ARRANGEMENT WITH RELATED PARTIES

All transactions entered with Related Parties

for the year under review were on arm's

length basis and in the ordinary course of

business. Hence, the provisions of Section

188 of the Companies Act, 2013 are not

attracted. Thus disclosure in form AOC-2 is

not required.

25. DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMAN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL)

ACT, 2013

Your Company is not required to frame any

policy as there are no woman employees

during the year.

26. GENERAL DISCLOSURES

Your Directors state that no disclosure or

reporting is required in respect of the

following items as there were no transactions

on these items during the year under review:-

1. The Company has not issued any shares

with differential rights and hence no

information as per provisions of Section

43(a)(ii) of the Act read with Rule 4(4) of the

Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

2. The Company has not issued any sweat

equity shares during the year under review

and hence no information as per provisions

of Section 54(1)(d) of the Act read with Rule

8(13) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity

shares under Employees Stock Option

Scheme during the year under review and

hence no information as per provisions of

Section 62(1)(b) of the Act read with Rule

12(9) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished.

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4. During the year under review, there were

no instances of non-exercising of voting

rights in respect of shares purchased directly

by employees under a scheme pursuant to

Section 67(3) of the Act read with Rule 16(4)

o f C o m p a n i e s ( S h a r e C a p i t a l a n d

Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any

Regulator or Court or Tribunal which can

have an impact on the going concern status

and the Company's operations in future.

27. ACKNOWLEDGEMENT

Your Directors wish to thank Bankers,

Government authorities and various

stakeholders, such as, shareholders,

customers and suppliers, among others for

their support and valuable guidance to the

Company. Your Directors also wish to place

on record their appreciation for the

committed services of all the Employees of

the Company.

For and On behalf of the Board of Directors

Anand Sagar Prem Sagar

Director Director

Place: MumbaithDate: 11 August, 2017

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REGISTRATION AND OTHER DETAILS

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company shall

be stated:‐

Name and Description of main

products / services

NIC Code of the

Product/ service

% to total turnover of

the company

Guest Accommodation Services 55101 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Not applicable as there is no subsidiary and associate company.

ANNEXURE TO BOARD'S REPORTFORM NO. MGT – 9

EXTRACT OF ANNUAL RETURNAs on the financial year ended 31.03.2017

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS

Corporate Identity Number

Registration Date

Name of the Company

Category / Sub-category of the company

Address of the Registered Office& Contact Details

Listed Company (Yes/No)

Name, address & Contact details of Registrarand transfer agent

L 5 5 1 0 1 H P 1 9 8 7 P L C 0 0 7 3 1 2

th24 February, 1987

Sagar Tourist Resorts Limited

Limited by Shares, Public non-governmentCompany

Sagar Niwas, Manali, Dist. Kullu, HimachalPradesh, IndiaTel.: (01902) 252551 Fax: (01902) 252552

Yes

Satellite Corporate Services Pvt. Ltd.B-302, Sony Apartment,Opp. St. Jude High School,90 Feet Road, Jarimari, Sakinaka, Mumbai - 400 072.Tel.: 022-28520461/462. Fax. 022 [email protected]

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Note: 400 Equity Shares were annulled during the year F. Y. 2016-2017

` 2 lakh

` 2 lakh

Physical

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(iii) Change in Promoters’ Shareholding

There is no change in the shareholding of the Promoter Group.

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Moti Sagar NG & FH

Akash Sagar

14,000 0.45 ‐‐ 14,000 0.45 ‐‐ ‐‐

Rekha Sagar 26,000 0.83 ‐‐ 26,000 0.83 ‐‐ ‐‐

Nisha Anand Sagar 10,000 0.32 ‐‐ 10,000 0.32 ‐‐ ‐‐

Neelam Sagar 26,000 0.83 ‐‐ 26,000 0.83 ‐‐ ‐‐

Sheela Sagar 26,000 1.22 ‐‐ 26,000 1.22 ‐‐ ‐‐

Sarita Choudhary 38,236 1.22 ‐‐ 38,236 1.22 ‐‐ ‐‐

Amrit Sagar Chopra 25,000 0.80 ‐‐ 25,000 0.80 ‐‐ ‐‐

Amar Pratik

Builders (India)

Private Limited

200 0.01 ‐‐ 200 0.01 ‐‐ ‐‐

Sagar Arts Private

Limited

200 0.01 ‐‐ 200 0.01 ‐‐ ‐‐

Sagar Lila Finvest

Private Limited

1,77,190 5.66 ‐‐ 1,77,190 5.66 ‐‐ ‐‐

Gouri Films Private

Limited

200 0.01 ‐‐ 200 0.01 ‐‐ ‐‐

Sagar Art

(International)

Films Private

Limited

200 0.01 ‐‐ 200 0.01 ‐‐ ‐‐

Total 14,97,071 47.83 14,97,071 47.83 ‐‐ ‐‐

Sr. No Shareholder�sName Shareholding at the beginningof the year

Shareholding at the end of theyear

No. of shares % of totalshares of thecompany

No. of shares % of totalshares of thecompany

1 IndBank Merchant BankingServices Limited

218500 0.06 218500 0.06

2 Bank of India 173000 0.05 173000 0.053 UCO Bank 172963 0.05 172963 0.054 State Bank of Travancore 163882 0.05 163882 0.055 Karur Vysya Bank 127622 0.04 127622 0.046 Dharmesh R. Shah 85200 0.02 85200 0.027 Pishu Chatumal Pardasani 50412 0.01 50412 0.018 Virendra Kumar Chopra 50000 0.01 50000 0.019 Sandeep Talwar 45130 0.01 45130 0.01

Sr. No Shareholder’s Name

Shareholding at the beginning

of the year

Shareholding at the end of the

year

No. of shares % of total

shares of the company

No. of shares % of total

shares of the company

1 IndBank Merchant Banking Services Limited

218500 0.06 218500 0.06

2 Bank of India 173000 0.05 173000 0.05 3 UCO Bank 172963 0.05 172963 0.05

4 State Bank of Travancore 163882 0.05 163882 0.05

5 Karur Vysya Bank 127622 0.04 127622 0.04

6 Dharmesh R. Shah 85200 0.02 85200 0.02 7 Pishu Chatumal Pardasani 50412 0.01 50412 0.01

8 Virendra Kumar Chopra 50000 0.01 50000 0.01

9 Sandeep Talwar 45130 0.01 45130 0.01

10 S M Finance Limited 43300 0.01 43300 0.01

Total 1130009 0.31 1130009 0.31

16

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(v) Shareholding of Directors and Key Managerial Personnel:

17

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment :

The Company has not borrowed any amount from the Bank of financial institution.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:No Remuneration has been paid to during the year to Managing Director, Whole-time Director and/or Manager.

B. Remuneration to other directorsNo remuneration has been paid during the

year to Independent Director and other Non-Executive Director

C. REMUNERATION TO KEY MANAGERIAL P E R S O N N E L OT H E R T H A N M D / MANAGER / WTDThe Company has no Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer; hence the provisions relating to Remuneration to Key Managerial Personnel do not apply.

V I . P E N A LT I E S / P U N I S H M E N T / COMPOUNDING OF OFFENCES:The meeting of the Audit Committee could

thnot be held on 14 February, 2017 as one of the member of the Audit Committee could not remain present on the day of the meeting due to his urgent outstation assignments.

Sr.

No

Shareholder’s Name

Shareholding at the

beginning of the year

Shareholding

at the end of the year

Date of

change in shareholdi

ng

Reaso

n for change

Directors

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of

the

company

1 Anand Sagar 180068 5.75 180068 5.75 -- --

2. Prem Sagar 200069 6.39 200069 6.39 -- --

3. Moti Sagar 131236 4.19 131236 4.19 -- --

4. Jyoti Sagar 258505 5.75 258505 5.75 -- --

Total 769879 22.08 769879 22.08 -- --

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The fact was intimated to BSE Limited. The Company held the Adjourned Audit

ndCommittee on 22 February, 2017 and complied with the requirements i.e. submitting the Un-audited Financial results to BSE Limited and publishing in the Newspaper. However the BSE Limited levied a penalty of ̀ 46,000/- for late submission of the Unaudited Financial Results for the quarter ended 31.12.2016. The Company has requested for lenient view and waiver but the BSE Ltd has rejected the request. Except above there were no instances of any penalties/Punishments/Compounding of

stOffence for the year ended 31 March, 2017.

For and On behalf of the Board of Directors

Anand Sagar Prem Sagar Director Director

Place: MumbaithDate :11 August, 2017

To,The Members,

Kullu, H.P. 175131

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SAGAR TOURIST RESORTS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial

styear ended on 31 March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by SAGAR TOURIST RESORTS LIMITED (“the Company”) for the

stfinancial year ended on 31 March, 2017, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

SAGAR TOURIST RESORTS LIMITEDCIN - L55101HP1987PLC007312Sagar Niwas, Manali,

ANNEXURE TO BOARD'S REPORT

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(ii) T h e S e c u r i t i e s C o n t r a c t s (Regulation) Act, 1956 (' SCRA') and the rules made thereunder;

(iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder (Not applicable as the equity shares held by the Promoters a n d p u b l i c a r e n o t h e l d i n dematerialized form);

(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External C o m m e r c i a l B o r r o w i n g s ( N o t Applicable to the Company during the Audit period as there were no Fo r e i g n D i r e c t I nve s t m e n t s , Overseas Direct Investments in the C o m p a n y a n d n o E x t e r n a l Commercial Borrowings were made by the Company);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act')

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 (Not Applicable to the Company during the Audit Period as the Company has not issued any new securities);

(d) The Securities and Exchange Board

of India (Employee Stock Option Scheme and Employee Stock Purchase S c h e m e ) G u i d e l i n e s , 1 9 9 9 ( N o t applicable to the Company during the Audit period as the Company has not granted any stock purchase scheme or stock options to the employees);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 (Not applicable to the Company during the Audit period as the Company has not issued any Debt instruments/ Securities);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable to the company);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009 (Not applicable to the Company during the Audit Periods as delisting of securities did not take place); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. (Not Applicable to the Company during the Audit period as the Company has not Bought back its securities);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Other laws specifically applicable to the Company:

(a) Food Safety and Standards Act, 2006

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and Food Safety and Standards Rules, 2011

(b) Food Safety and Standards (Packing & Labelling) Regulations, 2011.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards in respect of Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

ii) Uniform Listing Agreement entered into by the Company with BSE Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above except there was a marginal delay of 7 days in submitting the Un-audited Financial

stResults for the Third Quarter ended 31 December, 2016 under Regulation-33 of The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

We further report that:

a. As per the information and documents provided by the Management of the Company, the Company has not appointed a Company Secretary and a Chief Financial Officer as per the provisions of Section 203 of the Companies Act, 2013.

b. A s p e r t h e i n f o r m a t i o n a n d documents provided by the management of the Company, the Company has not appointed an internal Auditor as per the provisions of Section 138 of the

Companies Act, 2013

c. A s p e r t h e I n f o r m a t i o n a n d documents provided by the Management of the Company, the Company has not appointed a Woman director as per the provisions of Section 149 of the Companies Act, 2013

d. The Company has not maintained its official working Website as stipulated under Regulation 46 of The Securities and Exchange Board of India (Listing O b l i g a t i o n s a n d D i s c l o s u r e Requirements) Regulations, 2015.

e. The Company has not constituted N o m i n a t i o n a n d Re m u n e r a t i o n Committee pursuant to Section 178(1) of the Companies Act, 2013.

f. The composition of the Audit Committee is not in compliance with Section177 of the Companies Act, 2013.

The Board of Directors of the Company is duly constituted and that the Company has not been able to appoint requisite number of Independent Directors and Woman Director during the financial year as required under the provisions of Section 149 of the Act. The Changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company but it is required to strengthen the system of Internal Financial control commensurate with the size and operation of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines as the Company is irregular in depositing its Service tax, Value Added Tax, Luxury tax and the Tax Deducted at Source with the appropriate authorities.

Note : This report is to be read with our letter of even date which is annexed as 'ANNEXURE A' and forms an integral part of this report.

'ANNEXURE A'

To,The Members,SAGAR TOURIST RESORTS LIMITEDCIN - L55101HP1987PLC007312Sagar Niwas, Manali, Kullu, H.P. 175131

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.

3. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our exa m i n a t i o n wa s l i m i te d to t h e verification of procedures on test basis.

For Saraf & Associates Company Secretaries

Sd/- K. G. Saraf

Company Secretary C.P.642

M No. 1596Date: 11.08.2017 Place: Mumbai

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6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or ef fect iveness with which the management has conducted the affairs of the company.

MANAGEMENT DISCUSSION

AND ANALYSIS

This Report discusses and analyses the

business performance for the year ended st31 March, 2017.

1) Industry Structure and Development

The Company is in the business of hospitality.

The fortunes of your Company are directly

linked with the number of guests, conference,

business meetings seminars etc. held in the

hotel premises.

2) Opportunities and Threats

Our hotel is offering four star hotel facilities.

Restructuring of tariff, attractive seasonal

plans and scenic location of the hotel have

given the edge over the hotels in Kullu-Manali

area. Existing marketing set up (having six

(6) GSA offices and Eight (8) PSA offices) is

being utilized to market hotels at other

tourist destinations.

We perceive threats more from the local

hotels as their tariffs are uneconomical and

unviable. Our facilities, ideal location and

good services may have some impact over

such unhealthy competition.

3) Segment – wise or product – wise

performance

The Company has its resort located at Manali

Dist. Kullu in the state of Himachal Pradesh.

The location is very scenic as the Hotel

Premises is at the foothills of the Rohtang

Pass.

4) Outlook

The road ahead is challenging. Moreover,

volume continues to be a critical determinant

for real good turnaround and growth. The

initiatives of the Company to provide

attractive rates, good food and service are

expected to provide the necessary drive to

meet the challenges and to spot the growth

opportunities.

5) Risks and Concerns

The hospitality business continues to be

highly competitive particularly in Kullu-

Manali area as the availability of the rooms is

much more than its demand even in a peak

s e a s o n . I n a d e q u a t e i n f ra s t r u c t u re

contributes greatly for poor arrivals of the

guests/tourists in this area. There is no rail

and limited and expensive air link to reach

Manali.

6) Internal Control Systems and their

adequacy

The Company has adequate internal control

systems in place. The Management Team

takes the corrective actions immediately to

address any inconsistent development.

For Saraf & Associates Company Secretaries

Sd/- K. G. Saraf

Company Secretary C.P.642

M No. 1596Date: 11.08.2017 Place: Mumbai

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7) Discussion on financial performance with

respect to operational performance.

The turnover has decreased from ` 129.74

Lacs in 2015-2016 to ` 123.45 Lacs in 2016-

2017.

8) Human Resources/Industrial

Relations

The Company enjoys cordial relations with

its work force across all categories.

9) Cautionary Statement

Statement, made herein describing the

Company's expectations or predictions, are

“forward-looking statement”. The actual

results may differ from those expected or

predicted since the Company's operations

are influenced by many external factors

which are beyond the control of the Company.

Prime factors that may make a difference to

the Company's performance include market

conditions, adverse weather conditions in

hilly area, input costs, Govt. regulations,

economic development within/outside

c o u n t r y. T h e C o m p a ny t a ke s n o

responsibility for keeping the members

updated on changes in these factors except as

may be statutorily required from time to

time.

RAJEEV SINGHI & CO. Off -1801,

Sector 22-B,

CHARTERED ACCOUNTANTS Chandigarh - 160022

Ph.0172-2700067

Email: [email protected]

INDEPENDENT AUDITOR'S REPORT

To the Members

M/s Sagar Tourists Resorts Limited

Report on the Financial Statements

We have audited the accompanying

(Standalone) financial statements of M/s

Sagar Tourists Resorts Limited ('The

Company') which comprise the Balance

Sheet as at March 31, 2017, the Statement of

Profit and Loss, Cash Flow Statement for the

year then ended, and a summary of

significant accounting policies and other

explanatory information.

Management's Responsibility for the

(Standalone) Financial Statements

The Company's Board of Directors is

responsible for the matters stated in Section

134(5) of the Companies Act, 2013 (“the

Act”) with respect to the preparation of these

(Standalone) financial statements that give a

true and fair view of the financial position,

financial performance and cash flows of the

Company in accordance with the accounting

principles generally accepted in India,

including the Accounting Standards specified

under Section 133 of the Act, read with Rule 7

of the Companies (Accounts) Rules, 2014.

T h i s r e s p o n s i b i l i t y a l s o i n c l u d e s

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maintenance of adequate accounting records

in accordance with the provisions of the Act

for safeguarding the assets of the Company

and for preventing and detecting frauds and

other irregulari t ies ; se lect ion and

application of appropriate accounting

policies; making judgments and estimates

that are reasonable and prudent; and design,

implementation and maintenance of

adequate internal financial controls, that

were operating effectively for ensuring the

accuracy and completeness of the accounting

records, relevant to the preparation and

presentation of the financial statements that

give a true and fair view and are free from

material misstatement, whether due to fraud

or error.

Auditor's Responsibility

Our responsibility is to express an opinion on

these (Standalone) financial statements

based on our audit.

We have taken into account the provisions of

the Act, the accounting and auditing

standards and matters which are required to

be included in the audit report under the

provisions of the Act and the Rules made

there under.

We conducted our audit in accordance with

the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards

require that we comply with ethical

requirements and plan and perform the audit

to obtain reasonable assurance about

whether the financial statements are free

from material misstatement.

An audit involves performing procedures to

obtain audit evidence about the amounts and

the disclosures in the financial statements.

The procedures selected depend on the

a u d i to r ' s j u d g m e n t , i n c l u d i n g t h e

assessment of the risks of material

misstatement of the financial statements,

whether due to fraud or error. In making

those risk assessments, the auditor

considers internal financial control relevant

to the Company's preparation of the financial

statements that give a true and fair view in

order to design audit procedures that are

appropriate in the circumstances, but not for

the purpose of expressing an opinion on

whether the Company has in place an

adequate internal financial controls system

over financial reporting and the operating

effectiveness of such controls. An audit also

includes evaluating the appropriateness of

the accounting policies used and the

reasonableness of the accounting estimates

made by the Company's Directors, as well as

evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our audit opinion on the

(Standalone) financial statements

Opinion

In our opinion and to the best of our

i n fo r m a t i o n a n d a c c o rd i n g to t h e

explanations given to us, the aforesaid

(Standalone) financial statements give the

information required by the Act in the

manner so required and give a true and fair

view in conformity with the accounting

principles generally accepted in India, of the

state of affairs of the Company as at March 31,

2017 and its Profit/Loss and its Cash Flow for

the year ended on that date.

Report on Other Legal and Regulatory

Requirements

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1. As required by the Companies (Auditor's

Report) Order, 2016 (“the Order”), as

amended, issued by the Central Government

of India in terms of sub-section (11) of

section 143 of the Act, we give in the

“Annexure A” a statement on the matters

specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act,

we report that:

(a) We have sought and obtained all the

information and explanations which to the

best of our knowledge and belief were

necessary for the purpose of our audit;

(b) In our opinion proper books of account as

required by law have been kept by the

Company so far as it appears from our

examination of those books;

(c) The Balance Sheet, the Statement of Profit

and Loss and the Cash Flow Statement dealt

with by this Report are in agreement with the

books of account

(d) In our opinion , the a foresaid

(Standalone) financial statements comply

with the Accounting Standards specified

under section 133 of the Act, read with Rule 7

of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations

received from the directors as on March 31,

2017 taken on record by the Board of

Directors, none of the directors is

disqualified as on March 31, 2017 from being

appointed as a director in terms of Section

164 (2) of the Act.

(f) With respect to the adequacy of the

internal financial controls over financial

reporting of the Company and the operating

effectiveness of such controls, refer to our

separate Report in “Annexure B”.

(g) With respect to the other matters to be

included in the Auditor's Report in

accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information

and according to the explanations given to us:

i. The Company does not have any pending

litigations which would impact its financial

position.

ii. The Company did not have any long-term

contracts including derivative contracts for

which there were any material foreseeable

losses.

iii. There were no amounts which were

required to be transferred to the Investor

Education and Protection Fund by the

Company.

For Rajeev Singhi & Co.

(Chartered Accountants)

Sd/-

(Rajeev Singhi, Prop.)

M.No.81892

Dated: 29.05.2017

Place: Mumbai

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“Annexure B” to the Independent

Auditor's Report of even date on the

standalone Financial Statements of Sagar

Tourist Resorts Private Limited

Report on the Internal Financial Controls

under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013

(“the Act”)

We have audited the internal financial

controls over financial reporting of M/s Sagar

Tourist Resorts Private Limited (“the

Company”) as of March 31, 2017 in

conjunction with our audit of the standalone

financial statements of the Company for the

year ended on that date.

Management's Responsibility for Internal

Financial Controls

The Company's management is responsible

for establishing and maintaining internal

financial controls based on Guidance Note on

Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of

Chartered Accountants of India. These

responsibilities include the design,

implementation and maintenance of

adequate internal financial controls that

were operating effectively for ensuring the

orderly and efficient conduct of its business,

including adherence to company's policies,

the safeguarding of its assets, the prevention

and detection of frauds and errors, the

accuracy and completeness of the accounting

records, and the timely preparation of

reliable financial information, as required

under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on

the Company's internal financial controls

over financial reporting based on our audit.

We conducted our audit in accordance with

the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting

(the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the

Companies Act, 2013, to the extent applicable

to an audit of internal financial controls, both

applicable to an audit of Internal Financial

Controls and, both issued by the Institute of

Chartered Accountants of India. Those

Standards and the Guidance Note require

that we comply with ethical requirements

and plan and perform the audit to obtain

reasonable assurance about whether

adequate internal financial controls over

financial reporting was established and

maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to

obtain audit evidence about the adequacy of

the internal financial controls system over

financial reporting and their operating

effectiveness. Our audit of internal financial

controls over financial reporting included

obtaining an understanding of internal

financial controls over financial reporting,

assessing the risk that a material weakness

exists, and testing and evaluating the design

and operating effectiveness of internal

control based on the assessed risk. The

procedures selected depend on the auditor's

judgement, including the assessment of the

risks of material misstatement of the

financial statements, whether due to fraud or

error.

We believe that the audit evidence we have

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obtained is sufficient and appropriate to

provide a basis for our audit opinion on the

Company's internal financial controls system

over financial reporting.

Meaning of internal financial controls

over Financial Reporting

A company's internal financial control over

financial reporting is a process designed to

provide reasonable assurance regarding the

reliability of financial reporting and the

preparation of financial statements for

external purposes in accordance with

generally accepted accounting principles. A

company's internal financial control over

financial reporting includes those policies

and procedures that (1) pertain to the

maintenance of records that, in reasonable

detail, accurately and fairly reflect the

transactions and dispositions of the assets of

the company; (2) provide reasonable

assurance that transactions are recorded as

necessary to permit preparation of financial

statements in accordance with generally

accepted accounting principles, and that

receipts and expenditures of the company

are being made only in accordance with

authorizations of management and directors

of the company; and (3) provide reasonable

assurance regarding prevention or timely

detection of unauthorized acquisition, use, or

disposition of the company's assets that

could have a material effect on the financial

statements.

Inherent Limitations of Internal Financial

Controls over Financial Reporting

Because of the inherent limitations of

internal financial controls over financial

reporting, including the possibility of

collusion or improper management override

of controls, material misstatements due to

error or fraud may occur and not be detected.

Also, projections of any evaluation of the

internal financial controls over financial

reporting to future periods are subject to the

risk that the internal financial control over

financial reporting may become inadequate

because of changes in conditions, or that the

degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, the Company has, in all

material respects, an adequate internal

financial controls system over financial

reporting and such internal financial controls

over financial reporting were operating

effectively as at March 31, 2017, based on

Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by

the Institute of Chartered Accountants of

India.

For Rajeev Singhi & Co.

(Chartered Accountants)

Sd/-

(Rajeev Singhi, Prop.)

M.No.81892

Dated: 29.05.2017

Place: Mumbai

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Auditor's ReportAs per our separate report of even date.For Rajeev Singhi & Co.,(Chartered Accountants, 2850 N)

For and on Behalf of the Board of Directors.

ANAND SAGAR (DIRECTOR)

MOTI SAGAR (DIRECTOR)

PREM SAGAR (DIRECTOR)

JYOTI SAGAR (DIRECTOR)

SAMPADA NANDGAONKAR (COMPANY SECRETARY)

(Rajeev Singhi, Prop.)M.No 081892

Place: MumbaiDated: 29-05-2017

Particulars NoteFigures as at

31st March 2017

Figures as at

31st March 2016

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 3 53,751,900.00 53,748,300.00

(b) Reserve s and Surplus 4 (87,269,208.16) (85,662,871.20) (c) Money re ceived against share warrants - -

(2) Share application money pending allotment - -

(3) Non-Current Liabilities

(a) Long-term borrowings 5 47,845,326.98 47,845,326.98 (b) Deferred tax liabilities (Net) - -

(c) Other Long term liabilit ies 6 - - (d) Long term provisions 7 883,505.88 681,857.88

(4) Current Liabilities(a) Short-term borrowings 8 2,299,487.40 2,344,294.40

(b) Trade paya bles 9 1,544,480.40 1,813,982.30 (c) Other current liabilities 10 4,190,011.84 3,341,986.39

(d) Short-te rm provisions 11 344,449.40 235,427.40

Total 23,589,953.74 24,348,304.15

II. ASSETS

(1) Non-current assets(a) Fixed assets

(i) Tangible assets 12 21,127,429.90 22,183,322.50

(ii) Intangible assets - - (iii) Capital work-in-progress - -

(iv) Inta ngible assets under developm ent - - (b) Non-current investm ents 13 - -

(c) Deferred tax assets (net) - - (d) Long term loans and adva nces 14 185,134.00 185,134.00

(e) Other non-current assets 15 - -

(2) Current assets

(a) Current investments 16 - -

(b) Inventorie s 17 28,294.00 30,468.00 (c) Trade receivables 18 1,444,086.39 1,150,088.21

(d) Cash and cash equivalents 19 457,965.34 457,285.44 (e) Short-term loans and advances 20 316,853.11 313,415.00

(f) Other current assets 21 32,591.00 32,591.00

Total 23,592,353.74 24,352,304.15

Balance Sheet as at 31st March, 2017

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Auditor's ReportAs per our separate report of even date.For Rajeev Singhi & Co.,(Chartered Accountants, 2850 N)

For and on Behalf of the Board of Directors.

ANAND SAGAR (DIRECTOR)

MOTI SAGAR (DIRECTOR)

PREM SAGAR (DIRECTOR)

JYOTI SAGAR (DIRECTOR)

SAMPADA NANDGAONKAR (COMPANY SECRETARY)

(Rajeev Singhi, Prop.)M.No 081892

Place: MumbaiDated: 29-05-2017

P a rt ic ula rs N o t e

F ig ur es fo r t he

y ea r e nd e d 3 1 st M a r ch 2 0 1 7

F igu re s fo r t he

ye a r e nd ed 3 1 st M a rc h 2 0 1 6

I . R e ve n u e fro m op e ra tio n s 2 2 1 2 ,3 45 ,2 5 7 .2 0 1 2 ,9 7 4 ,0 0 2.7 4

II. O t he r In c o m e 2 3 5 1 .7 4 4 4 ,0 3 7.0 3

I II. T o ta l R ev e nu e (I + II) 1 2 ,3 4 5 ,3 0 8 .9 4 1 3 ,0 1 8 ,0 3 9 .7 7

IV . E x pe n se s :

C o st of m a t e ria ls c on s um e d 2 4 3 ,5 09 ,8 4 2 .0 0 4 ,2 9 6 ,4 7 6.0 0

P u rch a s e of Sto ck -i n -T ra d e - -

C h a n g e s i n i n ve n to rie s of f in is h e d g oo d s, w o rk- in -p ro g re s s a n d

Sto ck -i n -T ra d e - -

E m p l oy e e b e n e fi t e x p e n se 2 5 4 ,2 90 ,5 0 3 .0 0 4 ,0 6 9 ,0 0 7.0 0

Fi n a n ci a l c os ts 2 6 25 ,1 0 6 .5 4 1 5 ,8 8 9.9 2

D e p re c ia tio n a nd a m ort iz a ti on e x p e n se 1 2 1 ,1 08 ,2 9 2 .5 9 1 ,2 3 2 ,6 0 5.7 9

O th e r e x p e n se s 2 7 5 ,0 17 ,9 0 1 .7 6 5 ,2 6 5 ,7 5 6.5 1

T o t a l E x pe ns e s 1 3 ,9 5 1 ,6 4 5 .9 0 1 4 ,8 7 9 ,7 3 5 .2 2

V. P ro fi t b e fo re e x c e p tio n a l a n d e x tra o rd in a ry i te m s a n d t a x(1 ,6 0 6 ,3 3 6 .9 6 ) ( 1 ,8 6 1,6 9 5 .4 5 )

VII . P ro fi t b e fore e x tr a ord i n a ry it e m s a n d ta x ( V-V I) (1 ,6 0 6 ,3 3 6 .9 6 ) ( 1 ,8 6 1,6 9 5 .4 5 )

VII I. E x tra o rd i n a ry Ite m s - -

IX . P r of it b e fo re ta x (V II - VIII) (1 ,6 0 6 ,3 3 6 .9 6 ) ( 1 ,8 6 1,6 9 5 .4 5 )

X . T a x e x pe ns e :

(1 ) C u rre n t ta x - -

(2 ) D e fe rre d ta x - -

X I. P r of it (L o ss ) fro m th e pe rid from co n tin u i n g o p e ra ti o n s(1 ,6 0 6 ,3 3 6 .9 6 ) ( 1 ,8 6 1,6 9 5 .4 5 )

X II. P r of i t/ ( Lo ss ) fro m d is co n tin u i n g op e ra t io n s - -

X III. T a x e x p e n se o f d is co u n ti ng o p e ra ti on s - -

X IV . P ro f it/ ( L os s) fr om D is co n tin u i n g o p e ra ti o n s (X II - X I II)- -

X V . P ro fi t/ ( L os s) fo r th e p e rio d (X I + X IV ) (1 ,6 0 6 ,3 3 6 .9 6 ) ( 1 ,8 6 1,6 9 5 .4 5 )

X V I. E a rn i n g p e r e q u i ty sh a re :

( 1) Ba si c ( 0 .5 1 ) ( 0 .5 9 )

( 2) D i lu te d ( 0 .5 1 ) ( 0 .5 9 )

Statement of Profit and Loss For The Year Ended 31st March, 2017

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Auditor's ReportAs per our separate report of even date.For Rajeev Singhi & Co.,(Chartered Accountants, 2850 N)

For and on Behalf of the Board of Directors.

ANAND SAGAR (DIRECTOR)

MOTI SAGAR (DIRECTOR)

PREM SAGAR (DIRECTOR)

JYOTI SAGAR (DIRECTOR)

SAMPADA NANDGAONKAR (COMPANY SECRETARY)

(Rajeev Singhi, Prop.)M.No 081892

Place: MumbaiDated: 29-05-2017

CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2017A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) Before Tax and Extraordinary Item s (1,606,336.96)

Adjustm ent For -

Long term provisions 201,648.00

Depre ciation 1,108,292.59 ---- ----- ----- ----

Operating Profit (Loss) before W orking Ca pital Adustments (296,396.36)

W orking Capital Changes -

Adjustm ent for change in operating assets -

I nventor ies /S tock 2,174.00

Trade Receivables (293,998.18)

S hort Term Loans a nd Advances (3,438.11)

O ther Current Assets -

---- ----- ----

(295,262.29)

Adjustm ent for change in operating liabilities -

Trade Payable s (269,501.90)

O ther Current Liabilities 848,025.45

S hort Term Provisions 109,022.00

---- ----- ----

687,545.55

W orking Capital Changes ---- ----- ---- 392,283.26

------ ----- -

NET CASH FLO W FROM OPERATING ACTIVITIES 95,886.90

B) CASH FLOW FROM INVESTING ACTIVITIES

NET CASH USE D FOR INVESTING ACTIVITIES -52,400.00

C) CASH FLOW FROM FINANCIAL ACTIVITIES

S hare Capital 3,600.00

Long Te rm Loans and advances 0.00

S hort Term borrowing s (44,807.00)

Long Term borrowings Repaid 0.00

Total borrowings ----- ----- ---- (41,207.00) - ----- ----- -

NET CASH GENE RATE D IN FINANCI AL ACTIVITIES -41,207.00

----- ----- --

NET INCREASE /DECREASE IN CASH O R CASH EQU IVALENTS 2,279.90

Cash and Cash Equivalents :-

Opening Balance as at 1.4.2016 457,285.44

(As per Note-19) ----- ----- --

Cash and Cash Equivalents -Closing Balance 459,565.34

Closing Balance as at 31.3.2017 (As per Note-19) ----- ----- --

NOTE: Cash and cash e quivale nts represent C ash and Bank Balances.

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Note 1 - Corp ora te infor m ationThe C omp an y is engaged in Hotel Bu sin ess.

Note 2 - Significa nt acc ou nting polic ies

a)     System of Ac counting :-

The Fin an cial Statement have been p repared an d presen ted u nd er th e h istorical cost con ven tion on accru albasis of acco un tin g in acco rd an ce with th e accoun tin g p rin cip les generally accep ted in In dia an d incomp lian ce with p ro vision s of th e Com panies A ct, 2 01 3 an d co mply w ith the man datory Accou n tingStan dard s (A S) sp ecified in the Com pan ies (Accou nting Stand ard) R ules p rescribed b y the Cen tralGovern ment.

The accoun tin g p olicies have b een co nsistently ap plied by the comp an y.

b)     F ixed As sets :-

In accordance w ith Accou nting Stan dard 1 0 ( AS 10 ) F ixed A ssets are stated at co st less depreciation . C ostinclud es cost of acqu isition an d subsequ en t imp rovement thereto inclu sive of taxes, du ties, freigh t an d oth erincid en tal expen ses related to acq uisition , im provem en t an d installation .

c)     De prec iation :-

In accord ance with A ccoun tin g Stand ard 6 ( AS 6) on Depreciation on fixed assets so ld or scrap ped du rin g theyear is p rovided up to the mo nth in wh ich such fixed assets are sold o r scrap ped. Depreciatio n on add ition s tofixed assets is calcu lated on p ro -rata b asis from th e mon th it is pu t to u se. Dep reciation h as been charged o nthe basis of usef ul lif e as prescrib ed u nd er th e gu id elin es of the C omp anies Act, 2 013 . Th e WDV rate used fo rdep reciating the assets du rin g th e year on the b asis of th e useful life of the asset is w orked ou t in accordan cewith Gu idance Note (On Depreciation as p er C omp an ies A ct,20 13 ) issu ed by the IC AI

d)     Im pa irm ent of As sets :

In accordan ce with Acco un tin g Stan dard 2 8 (A S 2 8) on “Imp airment of Assets”, wh ere th ere is an ind icatio nof imp airment of the C omp an y’s assets, th e carrying amou nts of th e Com pany’s assets are reviewed at eachbalan ce sheet d ate to determine w heth er there is an y im pairmen t b ased on in ternal/extern al factors. A nimp airmen t loss, if an y, is recogn ized in th e Pro fit & Loss accou nt, w herever the carrying am oun t of an assetexceed s its estim ated recoverab le amou n t. Th e recoverable am oun t of the assets is estimated at the h igher ofits n et sellin g p rice and its valu e in u se. In assessing th e value in use, the estim ated future cash flow s arediscou nted to the p resen t valu e at th e w eighted average cost of capital. After impairm en t, d ep reciation isp rovided on th e revised carryin g amo un t of the assets over its rem ain in g u sefu l life . Previo usly recognizedimp airmen t lo ss is fu rther p rovid ed or reversed dep en din g on ch an ges in circu mstances. In ou r o pin io n thereis no impairm en t of h otel wh ich is the on ly cash gen erating u nit an d practically it can not b e fragmen ted intoind ivid ual C ash Generated Units.

d)     Inv entories :-As per Accou nting Stand ard 2 (AS 2) In ven tories are valu ed at cost or realisable valu e on first in first ou tbasis.

e)     Revenue Re cognition

In come from guest accommod ation is recognised o n day to day b asis after th e guest checks in to Ho tel. Fo odand Beverage sales an d o th er in come like Teleph one Receip ts, Laun d ry Receip ts are recognised at the p oin tof service to th e gu est. Gu est Accomm odation Income and Fo od and Beverage sales are net of Lu xu ry Tax ,Valu e A dd ed Tax and Service Tax wh ere ever app licable .

f)       D efer red T axesDeferred Incom e Tax is p ro vid ed u sing th e liab ility meth od on all temp orary d ifferen ce at the Balan ce Sheetdate b etween the tax bases of assets an d liab ilities an d their carrying am oun ts fo r fin an cial rep orting

Deferred Tax assets are recognised fo r all dedu ctible temp orary differen ces, carry forward of un used taxassets an d un used tax losses, to th e exten t that it is prob ab le that taxab le p rof it w ill b e available in th e fu tu reagainst wh ich th ese items can b e u tilised.

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Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Particulars

Number of shares

Amount Number of

shares Amount

(a) Authorised

- Equity shares of Rs.10 each 5,000,000.00 50,000,000.00 5,000,000.00 50,000,000.00 - 12.5%Optionally convertible cummulative 250,000.00 25,000,000.00 250,000.00 25,000,000.00

reedeemable preference shares of Rs.100 each 75,000,000.00 75,000,000.00

(b) Issued- Equity shares of Rs.10 each 3,130,500.00 31,305,000.00 3,130,100.00 31,301,000.00

- 12.5%Optionally convertible cummulative 200,000.00 20,000,000.00 200,000.00 20,000,000.00

reedeemable preference shares of Rs.100 each 51,305,000.00 51,301,000.00

(c) Subscribed and fully paid up

- Equity shares of Rs.10 each 3,130,500.00 31,305,000.00 3,130,100.00 31,301,000.00

- 12.5%Optionally convertible cummulative 200,000.00 20,000,000.00 200,000.00 20,000,000.00

reedeemable preference shares of Rs.100 each 51,305,000.00 51,301,000.00

- Share Forfeiture Account 2,446,900.00 2,447,300.00

Total 53,751,900.00 53,748,300.00

As at 31 March, 2017 As at 31 March, 2016

Note: Forfeiture of 400 Equity Shares has been annuled during the F.Y. 2016-2017

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Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note: Forfeiture of 400 Equity Shares has been annuled during the F.Y. 2016-2017

Particulars Opening Balance Fresh issue Bonus ESOP Conversion Buy back Other changes Closing Balance

Equity shares with voting rights

Year ended 31 March, 2017

- Number of shares 3,130,100.00 0.00 0.00 0.00 0.00 0.00 400.00 3,130,500.00

- Amount (Rs 10/- each) 31,301,000.00 0.00 0.00 0.00 0.00 0.00 4,000.00 31,305,000.00

Year ended 31 March, 2016

- Number of shares 3,130,100.00 0.00 0.00 0.00 0.00 0.00 0.00 3,130,100.00

- Amount (Rs 10/- each) 31,301,000.00 0.00 0.00 0.00 0.00 0.00 0.00 31,301,000.00

12.5% Optionally convertible

cummulative preference shares

Year ended 31 March, 2017

- Number of shares 200,000.00 0.00 0.00 0.00 0.00 0.00 0.00 200,000.00

- Amount (Rs 100/- each) 20,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 20,000,000.00

Year ended 31 March, 2016

- Number of shares 200,000.00 0.00 0.00 0.00 0.00 0.00 0.00 200,000.00

- Amount (Rs 100/- each) 20,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 20,000,000.00

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

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Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Notes:

Number of shares held

% holding in that class of shares

Number of shares held

% holding in that class of

shares Equity shares with voting rights

Jyoti Sagar 288032 9.2 288032 9.2

Sagar Lila Finvest Pvt. Ltd. 177190 5.66 177190 5.66

Indbank Merchant Banking Services Limited 218500 6.98 218500 6.98

Anand Sagar 209495 6.69 209495 6.69

Prem Sagar 229596 7.34 229596 7.34

Moti Sagar 180736 5.77 180736 5.77

State Bank of Travancore 163882 5.24 163882 5.24

UCO Bank 172963 5.53 172963 5.53

Bank of India 173000 5.53 173000 5.53

12.5% Optionally convertible cummulative preference shares

Mr. Anand Sagar 32500 16.25 32500 16.25

Mr. Prem Sagar 32500 16.25 32500 16.25

Mr. Moti Sagar 32500 16.25 32500 16.25

Mr. Shanti Sagar 32500 16.25 32500 16.25

Mrs. Sarita Choudhary 32500 16.25 32500 16.25

Mr.Jyoti Sagar 32500 16.25 32500 16.25

M/s.Sagar Lila Finvest (India) Private Limited

5000 2.5 5000 2.5

M/s.Sagar Lila Finvest (India) Private

(vii) Details of forfeited shares

Number of shares

Amount originally paid up

Number of shares

Amount originally paid up

Equity shares with voting rights 489,100.00 Rs. 24,45,300/- 489,500.00 Rs. 24,47,300/-12.5% Optionally convertible cummulative preference shares - - - -

As at 31 March, 2017 As at 31 March, 2016

(iii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder

Class of shares

Note 3 Share capital (contd.)

As at 31 March, 2017

(v) No Shares were allotted as fully paid up pursuant to contract(s) without payment being received in cash; No bonusshares were alloted; and No shares were bought back during the period of 5 years immediately preceding the Balance Sheetdate.(vi) No calls were unpaid on any class of shares during the current reporting period. However, during the current year 400forfeited shares were annuled and consequently paid up capital stand increased with the paid up value of forfeited sharedannuled.

(ii) Company was not a holding company or subsidiary company during the current or previous reporting period.

As at 31 March, 2016

(i) Optinally Convertible Cumulative Redeemable Preference Shares are entitled to receive dividend at the rate of 12.5% Contingent Liability in respect of dividend on Rs.200/- Lakhs 12.5% Optionally Cumulative Redeemable Preference Shares is Rs.25,00,000/- (Previous Year Rs.25,00,000/-).

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Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note 6 Other long-term liabilities - Company does not have any other long term liabilities, other than reported above during the current financial year

As at 31 March, 2017

As at 31 March, 2016

(85,662,871.20) (83,801,175.75)

(1,606,336.96) (1,861,695.45) Amounts transferred from:

General reserve NIL NIL Other reserves NIL NIL

NIL NILTransferred to:

General reserve NIL NILOther reserves NIL NIL

(87,269,208.16) (85,662,871.20)

Note 5 Long-term borrowings

As at 31 March, 2017

As at 31 March, 2016

Secured - -47,845,326.98 47,845,326.98

- -

47,845,326.98 47,845,326.98

Notes -(i) Company has not issued any Bonds or Debentures.

Particulars Terms of repayment

As at 31 March, 2017

As at 31 March, 2016

Secured Unsecured Secured UnsecuredLoans and advances from related parties:

Late Sh. Ramanand Sagar Estate No Terms 1,290,326.98 1,290,326.98

Sagar Entertainment P Ltd. No Terms 24,905,000.00 24,905,000.00Gayatri Films & Music Pvt. Ltd. No Terms 21,500,000.00 21,500,000.00Sagarlila Finvest India Pvt. Ltd No Terms 150,000.00 150,000.00

Total 47,845,326.98 47,845,326.98

(iii) None of the Loans are secured by Directors of the company or any other person.

(iv) No Long Term Borrowings are mature for payment during the current reporting period.** It has been reported by one of the

Particulars

Less: Interim dividend

(a) Surplus / (Deficit) in Statement of Profit and Loss

Note 4 - Reserves and surplus

Particulars

(ii) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings:

Unsecured

Opening balance

Add: Profit / (Loss) for the year

(g) Other loans and advances

Total

Closing balance

(e) Loans and advances from related parties

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As at 31 March, 2017 As at 31 March, 2016

(a) Provision for employee benefits:

Provision for gratuity 883,505.88 681,857.88

883,505.88 681,857.88

Note 8 Short-term borrowings As at 31 March, 2017 As at 31 March, 2016

Unsecured 2,299,487.40 2,344,294.40

2,299,487.40 2,344,294.40

Notes:(i) Details of security for the secured short-term borrowings: Nil

Particulars Nature of security As at 31 March, 2017 As at 31 March, 2016

Loans and advances from related parties:

Prem Sagar, Director Unsecured 12,079.80 12,079.80 Jyoti Sagar, Director Unsecured 12,079.80 12,079.80 Anand Sagar, Mg Director Unsecured 12,079.80 12,079.80 Sagar Entertainment Limited Unsecured 1,719,356.25 1,719,356.25 Sagar Global Venture Pvt. Ltd. Unsecured 119,848.75 119,848.75

Gayatri Films & Music Pvt. Ltd. Unsecured 220,000.00 220,000.00 Sagar Arts Pvt. Ltd. Unsecured 204,043.00 248,850.00Total - Loans and advances from related parties

2,299,487.40 2,344,294.40

Other loans and advances: - -

2,299,487.40 2,344,294.40

(ii) None of the borrowings of the Company are guranteed by Directors or any other person.

(iii) In accordance with terms of borrowings, Company has not defaulted in payment of any amount due thereon.(iv) None of the long-term debts are currently mature for repayment.

Total

Total

Particulars

(a) Loans and advances from related parties

Total

Note 7 Long-term provisions Particulars

SAGAR TOURIST RESORTS LIMITEDCIN: L55101HP1987PLC007312

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Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note 9 Trade payables

Particulars As at 31 March, 2017 As at 31 March, 2016

Trade payables:

Total 1,544,480.40 1,813,982.30

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Booking Advance 126,937.00 147,437.00

Communication Charges Payable 3,363.00 5,638.00

Directors Remuneration Payable 202,753.00 202,753.00

Electricity & Water Charges Payable 67,275.00 43,991.00

Luxury Tax Payable 507,759.17 468,078.60

Office Space Deposit 5,000.00 5,000.00

Petrol Expenses/ Payable 500.00 500.00

PF Consultancy fees Payable 3,000.00 1,000.00

Professional Tax Payable 830.00 830.00

Provident Fund Payable 30,395.00 28,199.00

Provision for Audit Fee 245,677.50 245,677.50

Rent Payable 0.00 14,000.00

Salary and Wages payable 491,159.75 500,953.75

Service Tax Payable 1,677,983.96 787,065.35

Sevarage Charges Payable 27,063.00 23,363.00

Tax Deducted at source Payable 59,096.00 41,637.00

Telephone Charges payable 45,044.04 45,171.33

VAT Payable 216,776.42 298,581.81

Accounting Charges Payable 12,000.00 6,000.00

Directors Travelling Payable(Dewan Gobind Sahai) 350,500.00 350,500.00

Office maintainence expenses payable 5,000.00 5,000.00

Prem Sagar chopra 100,000.00 100,000.00

Road Lease Rent Payable 1,899.00 1,899.00

Swach Bharat Cess 0.00 8,711.05

Inspection Charges Payable 10,000.00 10,000.00

Total 4,190,011.84 3,341,986.39

Particulars As at 31 March,

2017

As at 31 March,

2016

(a) Provision for employee benefits:

Provision for bonus 344,449.40 235,427.40

Total 344,449.40 235,427.40

Note 11 Short-term provisions

Particulars As at 31 March,

2017

As at 31 March,

2016

Note 10 Other current liabilities

Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

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Notes Forming Part of Balance Sheet as at 31st March 2017

Note No. 12 Fixed Assets

Depreciation and amortisation relating to continuing operations:

31st March,2017 31st March,2016

Depreciation and amortisation for the year on tangible assets 1,108,292.59 1,232,605.79

Depreciation and amortisation for the year on intangible assets

1,108,292.59 1,232,605.79 Depreciation and amortisation relating to continuing operations

PARTICULARS

Less: Utilised from revaluation reserve

Depreciation and amortisation relating to discounting operations ( Refer

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As at 31 March, 2017 As at 31 March, 2016

(a) Security deposits

Secured, considered good

H P S E B Security 50,944.00 50,944.00

Telex Security 10,000.00 10,000.00

Telephone (Under OYT Scheme) 48,000.00 48,000.00

Air Port Authority(Bhuntar) 2,250.00 2,250.00

Spic & Span(Gas Agency) 15,000.00 15,000.00

Security (Mobile) 4,000.00 4,000.00 Security (Cold Drinks) 2,240.00 2,240.00

Security (Sewerage) 200.00 200.00

Security (Rent) 52,500.00 52,500.00

Total 185,134.00 185,134.00

Note 15 Other non-current assets - Company does not maintain any other non current asset,

other than those reported in aforesaid notes.

Note 16 Current investments - Company has not made any Current Investment during the current or previous reporting period.

SAGAR TOURIST RESORTS LIMITED, MANALI

Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note 13 Non-current investments - Company has not made any Non Current Investment during the current or previous reporting period.

Particulars

Note 14 Long-term loans and advances

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Pa rticula rs As at 3 1 Ma rch , 2 017 As at 31 Ma rch, 201 6

(a) R aw mat erials (Gro cer ies & Pr ovisions) 19,094.00 23,354.00

Go ods -in-tr ans it - -

1 9,094 .00 23 ,354 .0 0

(b) Sto res and spares ( Ho use Keeping) 9,200.00 7 ,114.00

Go ods -in-tr ans it

9,200 .00 7 ,114 .0 0

Tota l 2 8,294 .00 30 ,468 .0 0

Pa rticula rs As a t 31 M a rch, 20 17 As a t 3 1 Ma rch , 20 16

Trad e rece iv a bles outsta ndin g for a pe riod

ex cee din g six m onths from the d ate the y

w ere d ue fo r pa y m en t

Unsecured, co nsidere d go od

Direc t Clients 138,512.40 367,090.00

M um bai Ar tis ts C/o Sag ar A rt s (P) L td 171,032.00 171,032.00

M y Trav el Sto re 4,400.00 4 ,400.00

Sarva Siddha A dventures 38,000.00 38,000.00

Genes is T ravel H ouse 8,000.00 -

Innova tive H olidays 25,900.00 -

M ake M y T rip 17,422.00 -

Sunris e E xpr ess 2 ,400.00 15,400.00

Trav elguru Priv ate lim ited 1 ,251.00 1,251.00

Trav elline T ravel 21,848.00 21,848.00

Walia Trav el Ho use 2,000.00 2 ,000.00

Parls Advent ur e 10,800.00 10,800.00

R ohit A hluwa lia 198,459.76 57,238.63

Others 24,400.00

Tota l 6 40,02 5.16 71 3,459 .63

Notes on Accoun ts (Form in g Pa rt of Fina ncial Sta te m en ts as at 31st M arch 20 17)

Note 1 8 Tra de rece iva ble s

Note 1 7 I nv en tories

(At low er of co st and net r ealisable value)

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O the r T r a de r e ce iv ab le s ( P ay ab le fo r le ss

th an Six )

U n se c u re d , c on si d e re d goo d

D i re ct C li e n ts 2 6 4,8 7 0 .6 0 1 0 ,6 9 3 .0 0

In n ova tive H ol id a ys L td . 7 0 ,9 8 4 .0 0 2 5 ,9 0 0 .0 0

Gu e s t Le d ge r Tr a n scr ip ti on 5 4 ,5 8 1 .4 9 1 9 ,8 4 7 .3 1

H i m a l a ya n A l p in e Sh im l a 2 8 1,4 0 0 .0 0 -

N a t io na l In st. O f M a n M GM 1 ,0 5 0.0 0 -

Go ib i bo .co m 1 ,7 5 0.0 0 -

H o li d a y P oi n t Bh o p a l 4 ,0 0 0.0 0

H e e r a L a l 3 2 ,6 0 0 .0 0 5 2 ,9 2 0 .0 0

P S Vi sh n u B h a rd w a j 1 ,2 0 0.0 0 -

Su n T ou ri sm In te rn a ti on a l 2 0 ,0 0 0 .0 0 -

Ve n i V a ca t io n 3 4 ,3 5 0 .0 0 -

R oh it A h lu w a lia 3 7 ,2 7 5 .1 4 2 12 ,7 96 .2 7

O th e rs - 1 14 ,4 72 .0 0

T o t a l 80 4,061 .23 436 ,628 .5 8

G r a nd T o t al 1,44 4,086 .39 1 ,150 ,088 .2 1

P A R T IC U LA R S A s a t 31 M a rc h, 20 17 A s a t 3 1 M a rc h , 20 16

Ba l a n ce in C u rre n t A cc ou n ts

Ind i a n B a n k , C h a n d iga r h 7 ,7 1 3.3 4 7 ,7 13 .3 4

( C A/ c 3 24 )

U n ite d C om m e rc ia l B a n k,M a n a li 11 ,6 79 .3 1 4 6 ,97 1 .3 1

( C A/ c N o .1 3 8 7 )

U n ite d C om m e rc ia l B a n k, M u m b a i 22 ,2 12 .0 0 2 2 ,21 2 .0 0

U n ite d C om m e rc ia l B a n k, D e lh i 35 ,8 30 .7 4 3 7 ,30 4 .7 8

In d ia n Ba n k Bo m b a y 39 ,8 20 .3 9 3 9 ,82 0 .3 9

IC IC I B a n k , M u m b a i 14 ,3 87 .4 8 2 3 ,72 7 .4 7

C h e qu e Iss u e d n o t p re se n te d for P a ym e n t -

C a sh i n H a n d :M u m b a i 2 12 ,0 30 .5 2 2 3 1 ,98 5 .5 2

D e l hi 29 ,6 13 .0 0 3 6 ,93 1 .0 0

M a n a li 84 ,6 78 .5 6 1 0 ,61 9 .6 3

T o t a l 4 57,96 5.34 45 7,285 .44

N o t e 1 9 C as h a nd c a sh eq u iva len ts

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As at 31 March, 2017 As at 31 March, 2016

(a) Loans and advances to employees

Unsecured, considered good

- Birju Lohia 10,000.00 10,000.00

- Sanjeev Chauhan 5,000.00 5,000.00

- Rajeev Aggarwal 1,960.00 -

(b) Prepaid expenses 113,050.00 117,040.00

(c) Balances with government authorities

(i) TDS AY 2004-05 6,458.00 6,458.00

(ii) TDS AY 2007-08 17,971.00 17,971.00

(iii) TDS AY 2009-10 18,826.00 18,826.00

(iv) TDS AY 2011-12 3,363.00 3,363.00

(v) TDS AY 2013-14 53,179.00 53,179.00

(vi) TDS AY 2017-18 3,092.00 -

(d) Advance to Suppliers

Unsecured, considered good

- Harsha Business Aids 35,000.00 35,000.00

- MGN Printers 10,932.00 15,000.00

- Gracious Communication 19,766.00 7,425.00

- Manali Enterprises 1,061.00 -

- Lalita (Staff Accomodation) 7,084.00 -

- Hotel Equipment Merchant 111.11 -

- Others - 14,153.00

(e) Advance for Staff Accomodation 10,000.00 10,000.00

Total 316,853.11 313,415.00

Particulars As at 31 March, 2017 As at 31 March, 2016

Other Current Assets 32,591.00 32,591.00

Note 20 Short-term loans and advances

Particulars

SAGAR TOURIST RESORTS LIMITED, MANALI

Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note 21 Other Current Assets

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Note 22 Revenue from operations

For the year ended

31 March, 2017

For the year ended

31 March, 2016

(a) Sale of products 5,732,457.23 5,968,400.30

(b) Sale of services 6,612,799.97 7,005,602.44

Total 12,345,257.20 12,974,002.74

Notes -

For the year ended

31 March, 2017

For the year ended

31 March, 2016

(i) Sale of products comprises

- Sale of Food & Beverages 5,732,457.23 5,968,400.30

Total - Sale of products 5,732,457.23 5,968,400.30

(ii) Sale of services comprises

- Guest Accomodation Services 6,080,505.67 6,759,411.00

- Telephone, Laundry and other misc. Services 532,294.30 246,191.44

Total - Sale of services 6,612,799.97 7,005,602.44

For the year ended

31 March, 2017

For the year ended

31 March, 2016

a) Sundry Creditors written back 0.00 44,037.03

b) Interest on Refund 12.00 0.00

c) Excess and Short 39.74 0.00

Total 51.74 44,037.03

Particulars

Note 23 Other income -

SAGAR TOURIST RESORTS LIMITED, MANALI

Notes on Accounts (Forming Part of Financial Statements as at 31st March 2017)

Note Particulars

Particulars

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Note 2 4 Cost of m ateria ls consum e d

For th e ye a r e nde d 31 M arch, 201 7

For th e y ea r e nd ed 31 M arch, 20 16

Opening st oc k 23,354.00 21 ,879.00

A dd: Purc hases 4,080,282.00 4 ,885,051.00

Cost of M ateria l Av aila ble for Consum p tion 4,10 3,636 .00 4 ,906 ,9 30.0 0

Le ss: Closing sto ck 19,094.00 23 ,354.00

Cost of m a te ria l con su m ed (Gross) 4,08 4,542 .00 4 ,883 ,5 76.0 0

Le ss: T rfd . To St aff Duty M eal 574,700.00 587,100.00

Cost of m ateria l consum e d (N et) 3,50 9,842 .00 4 ,296 ,4 76.0 0

Ma terial consum e d com prises:

Veget able & Fr uits 507,158.00 673,740.00

Gener al Prov is io ns & Ra tio n 1,500,625.00 1,696,459.00

M eat, F ish & Egg 417,231.00 478,622.00

Bak ery & D airy 1,052,023.00 1,321,819.00

So ft Dr inks 27,915.00 37,190.00

Gas and F uel 575,330.00 677,221.00

T O T A L 4,0 80,28 2.00 4,88 5,051 .0 0

Note 2 5 Em ploy ee b en efits e xp en se

For th e ye a r e nde d

31 M arch, 201 7

For th e y ea r e nd ed

31 M arch, 20 16

Salar ies and wage s 3,626,659.00 3,403,570.00

Cont rib utio ns to pro vident and o ther funds 145,117.00 137,035.00

Staff D ut y M eal 574,700.00 587,100.00

Le ss: R eco vered (83,184.00) (86,649.00)

Staff w elfare expenses 27,211.00 27,951.00

T O T A L 4,29 0,503 .00 4 ,069 ,0 07.0 0

Note 2 6 Fin an ce costs

For th e ye a r e nde d

31 M arch, 201 7

For th e y ea r e nd ed

31 M arch, 20 16

(a) Interes t expense on:

(i) B or row ings - -

(i i) Trade payab les - -

(i ii ) Others bo rro wing co sts - -

(b) Net (gain) / lo ss o n fo reign curr ency trans actions - -

(c) Other finance co sts ( B ank Charges) 25,106.54 15,889.92

T ota l 2 5,106 .54 15 ,8 89.9 2

N ote s on Accou nts (Form ing P art of Fina ncia l S ta te m e nts a s a t 31 st Ma rch 2 017 )

Pa rticula rs

Pa rticula rs

Pa rticula rs

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SA

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PARTICULARS RATE COST AS AT APRIL

1,2016

ADDITIONS

UPTO

ADDITION

S AFTER

SOLD /

TFD.

DURING

THE

YEAR

TOTAL COST AS ON

31.03.2017

DEPRECIATION

UPTO PREVIOUS

YEAR

CURRENT YEAR'S

DEPRECIATION

LAND AT COST 2,848,000.00 2,848,000.00 -

- -

BUILDING 5% 50,676,702.15 50,676,702.15 25,427,436.00 1,262,463.00

PLANT AND MACHINERY

A) General 15% 4,053,503.10 52,400.00 4,105,903.10 3,724,821.49 57,162.00

B) Heating System 15% 3,974,012.29 3,974,012.29 3,694,458.65 41,933.00

C) Transformer 15% 317,832.26 317,832.26 310,825.75 1,051.00

D) Televisions 15% 1,672,197.82 1,672,197.82 1,308,470.34 54,559.00

KITCHEN EQUIPMENTS 15% 786,249.89 786,249.89 726,866.72 8,907.00

LINEN ,CROCKERY AND

CUTLERY 15% 1,101,829.34 1,101,829.34 1,010,016.46 13,772.00

VEHICLES 15% 1,144,116.35 1,144,116.35 1,035,160.97 16,343.00

HEALTH CLUB EQUIPMENTS 15% 339,016.07 339,016.07 315,430.65 3,538.00

ELECTRICAL INSTALLATIONS 15% 1,009,233.72 1,009,233.72 957,512.50 7,758.00

OFFICE EQUIPMENTS 15% 421,241.06 421,241.06 292,970.13 19,241.00

TELEPHONE EXCHANGE 15% 487,312.04 487,312.04 437,488.82 7,473.00

FURNITURE AND FIXTURE 10% 7,131,806.07 7,131,806.07 6,635,639.49 49,617.00

INTERIOR DECORATION 10% 234,763.77 234,763.77 233,860.80 90.00

COMPUTERS 60% 71,600.00 71,600.00 68,076.00 2,114.00

TOTAL 76,269,415.93 52,400.00 - - 76,321,815.93 46,179,034.77 1,546,021.00

SCHEDULE OF FIXED ASSETS AS AT MARCH 31,2017

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SAGAR TOURIST RESORTS LIMITED, MANALINOTES ON ACCOUNTS

(FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2017)

Note – 28Contingent Liability in respect of dividend on Rs.200/‐ Lakhs21.5% Optionally CumulativeRedeemable Preference Shares is Rs.25, 00,000/‐ (Previous Year Rs.25, 00,000/‐). Furtherthere may be nominal liability on account of interest, penalty for delay in depositing VAT,Service tax, Tax Deducted at Source, Luxury Tax and Employees P rovident Fund.

Note – 29In view of the unabsorbed depreciation and carry forward losses of the past years and inabsence of convincing evidence regarding availability of sufficient future taxable incomeDeferred Tax Asset has been taken at nil and it shall be re‐ass essed at each balance sheetdate.

Note – 30Depreciation has been provided in the accounts on Written down value method at ratesprescribed in Schedule II of the Companies Act, 2013.

Note – 31

Payment to Auditors:‐2016 17 2015 16

Audit FeeTaxation Matters

35,000.0015,000.00

35,000.0015,000.00

Note – 32In the absence of all information as to whether any of the supp liers are Small Scale andAncillary Industrial Undertaking, Provision for interest payable on delayed payment, if any,to such suppliers is not made. Interest will be paid as and wh en the claim is made. No suchclaim has been received by the Company during the year or subsequent to the year end.Staggered payments to few suppliers is as per the agreed terms with the parties.

Note – 33Balances of Debtors and Creditors and advances are as per books of account. Confirmation ofbalances has been sought and replies are awaited in some cases.

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Note – 34The Company’s related party balances and transaction are summarized as follows:‐

Related Party Relation Nature of Transaction Amount

Sagar Arts (P) Ltd. SisterConcern

Paid Tax Deducted at Source onbehalf of Sagar Tourist ResortsLimited.

52,106/‐

Sagar Arts (P) Ltd. SisterConcern

Paid Provident Fund on behalf ofSagar Tourist Resorts Limited

71,174/‐

Amount due to/from Related Parties ‐

Particulars AssociateCompanies

Key MgtPersonnel

Dir. and theirrelatives

Late DrRamanand Sagar** 12,90,326.98 Cr

Sagar Entertainment Pvt. Ltd. 2,66,24,356.25 Cr

Sagar Global Ventures Pvt. Ltd. 1,19,848.75 Cr

Jyoti Sagar 12,079.80 Cr

Anand Sagar 12,079.80 Cr

Prem Sagar 1,12,079.80Cr

Gayatri Films and Music (P) Limited 2,17,20,000.00 Cr

Sagar Arts (P) Ltd 2,04,043.00 Cr

Sagar Lila Finvest India Pvt. Ltd 1,50,000.00 Cr

Other related parties with whom no business has been transacted during the year underreview:‐

1)

Sagar Art (International) Films Private Limited2) Gouri Films Private Limited3) Sagar Information Technology (India) Private Limited4) Sagar Systems Limited5) Sagar Global Ventures Pvt. Ltd.

** It has been reported by one of the directors that this payme nt is pending, as his will isunder implementation as on date of Balance Sheet

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Previous Year figures have been regrouped and rearranged as far as practicable to make themcomparable with those of current year.

Note – 37In the opinion of the Board of Directors the advances are appro ximately of the values stated ifrealized in the ordinary course of business.

Note – 38The provisions for all known liabilities are adequate and not in excess of the amount consideredreasonably necessary.

Note 39Forfeiture of 400 equity shares has been annulled during the FY 2016‐17.

For and on behalf on the Board of Director

Anand Sagar(Director)____________________________

Kishore Chawla (Director)______________________

Moti Sagar (Director) __________________________

Prem Sagar (Director)__________________________

Jyoti Sagar (Director) _________________________

Date: 29.05.2017Place: Mumbai

Note – 36

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Kullu Manali Airport, Bhuntar to Sagar Resort Drive 50.1 km, 1hr 29 min

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Form No. SH-14Cancellation or Variation of Nomination

[Pursuant to sub-section (3) of Section 72 of the Companies Act, 2013 and rule 19(9) of the Companies (Share Capital and Debentures) Rules 2014]

Name of the Company :Registered Address of the Company :I/We hereby cancel the nomination(s) made by me/us in favour of ______________ (name(s) and address of thenominee) in respect of the below mentioned securities.OrI/We hereby nominate the following person in place of ________________________as nominee in respect of thebelow mentioned securities in whom shall vest all rights in respect of such securities in the event of my / our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled / varied)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

(2) (a) PARTICULARS OF THE NEW NOMINEE/S –i. Name :ii. Date of Birth:iii. Father’s / Mother’s / Spouse’s name:iv. Occupation:v. Nationality:vi. Address:vii. E-mail Id. & Telephone No. :viii. Relationship with the security holder:

(b) IN CASE NEW NOMINEE IS A MINOR –i. Date of birth:ii. Date of attaining majority :iii. Name of guardian:iv. Address of guardian :

(3) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY --(a) Name :(b) Date of Birth :(c) Father’s / Mother’s / Spouse’s name:(d) Occupation :(e) Nationality :(f) Address :(g) E-mail id. & Telephone No. :(h) Relationship with the security holder(s) :(i) Relationship with the minor nominee :

Name(s) and Address of Security holder(s): Signature(s)

Name and Address of Witness: Signature(s)

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Form MGT-11[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management

andAdministration) Rules, 2014

CIN: L55101HP1987PLC007312Name of the Company: Sagar Tourist Resorts LimitedRegistered Office: Sagar Niwas, Manali 175 131, Dist: Kullu (HP), India

Name of the Member:Registered Address:E-mail Id:Folio no./Client Id:DP ID:

I/We, being the member(s) of _______________ Shares of the Company, hereby appoint1. Name: Address: E-mail Id: Signatures_________________ or failing him/her2. Name: Address: E-mail Id:

Signatures_________________ or failing him/her3. Name:

Address:E-mail Id:Signatures_________________ or failing him/her

As my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Thirtieth Annual General Meeting of the Company, to be held on the 29th September,2017 at 11.30 a.m. at Sagar Niwas, Manali 175 131, Dist: Kullu (HP), India

Resolution No.1 to 31. To receive, consider and adopt the Financial Statement and the reports of the Board of Directors and Auditors thereon for the financial year ended on 31st March, 20172. To appoint Director in place of Mr. Anand Sagar (DIN: 00392983) who retires by rotation and being eligible offers himself for re-appointment3. To appoint Navin Soni & Associates. Chartered Accountants having (Membership No. 091203) as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until conclusion of the 35th Annual General Meeting and to Authorize the Board to fix their remuneration

Signed this ____day of _________2017

Signature of the Shareholder:Signatures of Proxy Holder(s):Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before th commencement of the Meeting

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SAGAR TOURIST RESORTS LIMITEDRegistered Office: Sagar Niwas, Manali 175 131, Dist: Kullu (HP) India

ATTENDANCE SLIPTHIRTEITH ANNUAL GENERAL MEETING

Friday, the 29th September, 2017

Full Name of the Shareholder: _____________________________________________

Signature: _________________________________________

Regd Folio No./Client ID: _____________________________________________

No. of Shares held: _________________________________

I certify that I am a registered Shareholder/Proxy for the Registered Shareholder of the Company.I hereby record my presence at the Thirtieth Annual General Meeting of the Company at Sagar Niwas, Manali 175 131, Dist: Kullu (HP) India at 11.30 a.m. on Friday, the September 29th, 2017.

……………………………………………… ………………………………………Proxy Name in Block Letters Member’s/Proxy Signature

NOTE: If attending please bring this form duly completed at the time of Meeting.

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Book Post

If Undelivered Please return toSagar Tourist Resorts Limited

Corporate Office: Sagar Villa, Road No.12A,J.V.P.D. Scheme, Juhu, Mumbai-400049