The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Financial Statement of the Company for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS:

The Financial Results for the year ended 31s1 March 2013 are given below:

                                                         (Rs. In lacs) 

Particulars                              Year ended        Year ended
                                         31.03.2013         31,3.2012

Total Income                                 240.77            168.10

PBDIT                                         18.55            (30.38)

Interest                                       1.50              2.97

Depreciation                                  65.72             65.19

Profit/(Loss) Before Tax                     (48.67)           (98.54)

Exceptional items                            147.60            221.40

Profit/(Loss) before taxation               (196.27)          (319.94)

Earlier year Tax adjustment                     .15

Tax Expense                                       -                 -

Profit/(Loss) after taxation                (196.12)          (319.94)

Balance carried forward to B/S             (1766.61)         (1570.49)

DIVIDEND

In view of loss incurred by the company during the year under review, your Directors are unable to recommend any dividend for the year ended 31st March 2013.

BUSINESS

Company's total income has been increased from Rs. 168 10 lacs to Rs. 240.77 lacs and Profit before depreciation, interest has increased from Rs. (30.38) Lacs to Rs. 18.55 Lacs during the year under review, despite not being able to undertake major up gradation of the hotel facilities due to financial constraints and low rate of Occupancy.

CORPORATE GOVERNANCE

The Company is committed to the application of best Management Practices, compliance with law, adherence to ethical standard. The Company has in all spheres of its activities adeguate checks and balance to ensure protection of interest of all stakeholders. M/s Balika Sharma & Associates, Practicing Company Secretaries has examined company's compliance and have certified the same as required under the SEBI Guidelines. The said certificate, appearing as annexure, forms part of this report. A separate Management Discussion & Analysis Report, covering a wide range of issues relating to performance & business prospects is given as annexure to this report.

FIXED DEPOSIT

The company has not invited or accepted any fixed deposit from the public pursuant to Section 58A of the Companies Act, 1956 during the year under review.

SUBSIDIARY COMPANY:

The Ministry of Corporate Affairs vide their letter no. 5/12/2007-CL-lll dated February 8, 2011, has granted a general exemption under Section 212(8) of the Companies Act, 1956, for publication of the accounts of subsidiary companies, subject to fulfillment of certain conditions. In view of the same, your Company is also exempted from publication of the accounts of its subsidiaries under the provision of Section 212 of the Companies Act, 1956. The accounts of the subsidiary companies are not separately included in the Annual Report. However, the consolidated Financial Statements of the Subsidiary, in accordance with relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, forms part of the Annual Report and are reflected in the consolidated accounts.

The Financial Statements of the Subsidiary Company are available to the investors seeking such information at any point of time. The Annual accounts of the subsidiary companies will also be available at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. Harmeet Ghai and Mr. Kuldeep Chander Vats, Directors of the Company retire by rotation at the ensuing Annual General Meeting and offer themselves for re- appointment. (The tenure of Mr. Harmeet Ghai as Whole Time Director has been expired on 31st March, 2013 and was not reappointed by Board of Directors as Whole Time Director and continues to act as Ordinary Director liable to retire by rotation) The Board of Directors are of the opinion that their continued association as Director with the Company will be beneficial to the Board and recommend their re- appointment as Ordinary Director liable to retire by rotation.

DISPUTE & COMPROMISE WITH M/S UMAK INVESTMENT COMPANY PRIVATE LIMITED

Your Company had taken loan from M/s UMAK investment Company Private Limited for the purpose of repayment of amount of one time settlement to IFCI & TFCI Limited. Further the entire loan along vyith the upto date interest thereon has been settled by way of sale/transfer of 814930 no. of equity shares of the promoters, their relatives, friends and associates @ Rs 151/- per share. In addition to the above loan to the company M/s Umak Investment Company Pvt. Ltd has also advanced Rs. 3.256 Crore to Promoters Directors of the company in their personal capacity, the same has also been paid and settled along with up-to-date interest thereon by the Promoters Directors by way of sale/ Transfer of 217470 no. of equity shares @ Rs. 151/- per share as per the Memorandum of Understanding dated 15lh March,2007 between M/s UMAK Investment Company Private Limited, Promoters Directors and the Company. Thereafter, with regard to repayment of above said loans, a dispute had arisen between the company and M/ s Umak Investment Company Pvt. Ltd. The matter is still pending with Hon'ble Delhi High Court.

Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr. AAkash Bajaj has filed petition under section 397/398 of the Companies Act, 1956, before the Hon'ble Company Law Board. After some hearing, both the parties had submitted their compromise offer before the Hon'ble Company Law Board. Hon'ble Company Law Board in their hearing held on 20'" day of July, 2009 had settled the dispute between M/s Umak Investment Company Pvt. Limited, the Company and its promoter Directors. As per the order of Company Law Board, both the parties shall withdraw their legal cases pending before the various courts/forums also reverse the adjustment entries as above explained.

Subsequent to the order of Hon'ble Company Law Board, the accounting entries passed in Financial Year 2007-08 with regard to adjustment of loan of M/s Umak Investment Company Pvt. Limited have been reversed by the Board of directors of the company in their meeting held on 27th July 2009. Both the parties are in process for withdrawing their legal cases pending before various courts/forums. AUDITORS

The Statutory Auditors of the Company M/s. Sharma Goel & Company retire at the ensuring Annual General Meeting and offer themselves for re-appointment. The Auditors have furnished a certificate that their re- appointment would be within the limits prescribed under Section 224(1 B) of Companies Act, 1956.

ACCOUNTS AND AUDIT REPORT:

The Notes to Accounts referred to in the Auditors' Report are self explanatory and, therefore, do not call for any further comments. However, in respect of dispute & compromise with M/S Umak Investment Company Private Limited, the Board of Directors wishes to explain as under:-

Company had taken loan from M/S UMAK Investment Company Private Limited for the purpose of repayment of amount of one time settlement to IFCI & TFCI Limited. Further, the entire loan along with the upto date interest thereon has been settled by way of sale/transfer of 8,14,930 no. of equity shares of the promoters, their relatives, friends and associates @Rs 151/- per share. In addition to the above loan to the company M/s Umak Investment Company Pvt. Ltd has also advanced Rs. 3.256 Crore to Promoters Directors of the company in their personal capacity, the same has also been paid and settled along with up-to-date interest thereon by the Promoters Directors by way of sale/ Transfer of 2,17,470 no. of equity shares @ Rs. 151/- per share as per the memorandum of Understanding dated 15th March, 2007 between M/s UMAK Investment Company Private Limited, Promoters Directors and the Company. Thereafter, with regard to repayment of above said loans, a dispute had been arisen between the company and M/s Umak Investment Company Pvt. Ltd.

Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr. AAkash Bajaj has filed petition under section 397/398 of the Companies Act, 1956, before the Hon'ble Company Law Board. After some hearing, both the parties had submitted their compromise offer before the Hon'ble Company Law Board. Hon'ble Company Law Board in their hearing held on 20th day of July, 2009 had settled the dispute between M/s Umak Investment Company Pvt. Limited, the Company and its promoter Directors. As per the order of CLB, both the parties shall withdraw their legal cases pending before the various courts/forums and also reverse the adjustment entries as above explained.

Subsequent to the Order of Hon'ble Company Law Board, the accounting entries passed in Financial Year 2007-2008 with regard to adjustment of loan of M/s Umak Investment Company Pvt. Limited have been reversed by the Board of Director of the company in their meeting held on 27th July, 2009. A sum of Rs. 50 lacs (i.e. Rs. 30 lacs paid by company, Rs. 10 lacs paid by promoter directors and Rs. 10 lacs by other) has been paid to M/s Umak Investment Company Pvt. Limited. The company is also in nrocess for withdrawing the legal cases pending before the various courts/forums. As on date, company as well as its promoters director have complied the Hon'ble Company Law Board order. In view of the above, your directors are of the opinion that the Balance Sheet now presents a complete true and fair picture.

In respect of nonpayment of employer's/employees contribution to provident fund, Administration charges on Provident Fund, Service tax, luxury tax and Vat amounting to Rs. 7.18 lacs, Rs. 4.66 lacs, Rs. 0.38 lacs, 7.98 lacs, Rs. 18.86 lacs and Rs. 5.93 respectively was due to financial crunch; however Company has upto date deposited employer's/employees contribution to provident fund, Administration charges on Provident Fund and others Statutory dues shall be paid shortly. All dues in respect of Car loans have been delayed paid, due to financial crunch. However, during the Year, Company have paid/ settled all car loans except loan from Central Bank of India. The Company has adequate Internal Control System commensurate with its size and business. Company has not received declaration from Mr. Harmeet Ghai under Section 274(1)(g) of the Companies Act, 1956.

LISTING OF SHARES

Your Company's shares are listed and traded at Bombay Stock Exchange, Delhi Stock Exchange and Ludhiana Stock Exchange. The Company has paid upto date listing fees to all Stock Exchanges.

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration over & above the limits prescribed under Section 217(2A) of the Companies Act, 1956 as such no statement is furnished under the said Section.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures have been made there from;

(b) such accounting policies have been selected and applied consistently, and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(d) the Annual Accounts have been prepared on a 'going concern' basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, (as amended) a statement giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgo is as under:

a) FOREIGN EXCHANGE EARNINGS:

Conservation of Energy, Technology Absorption, Foreign Exchange / out go.

Foreign Exchange Earning NIL

Foreign Exchange Outgo NIL

b) RESEARCH & DEVELOPMENTS: NIL

c) TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION: NIL

1. Efforts in brief made towards technology absorption, adaptation & innovation: NIL

2. Benefits derived as a result of above efforts : Does not arise

3. In case of Imported Technology : N.A.

d) CONSERVATION OF ENERGY: Particulars relating to conservation of energy pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the

ACKNOWLEDGEMENTS

The Directors take the opportunity to express their grateful appreciation for the whole hearted and sincere cooperation, your company has received from the various departments of Central and State Government, Bankers, Financial Institutions, Customers, Travel Agents, suppliers and Contractors as well as shareholders of the company during the year under review. The directors also wish to place on records the appreciation for the contribution made by all the employees of all levels and hope that with their continued commitment and dedication the company could look forward to more profitable operations ahead.

Dated : 30.05.2013                  By order of the Board of Directors

                                                        Umesh Phalpher 

                                          Chairman & Managing Director