M/S AJWA FUN WORLD & RESORTS LIMITED

VADODARA

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS                                    (Rs. in lacs)
Particulars                                  2013-14          2012-13

Income- Revenue                               362.54           584.50

OTHER INCOME                                    8.61            28.09

Profit/(Loss) before depreciation &Tax         37.11           117.46

Less: Depreciation                             71.55            46.85

Profit/(Loss) before Tax                     (34.44)            70.61

Provision for Income Tax                           -            12.00

Net Profit / (Loss) after Tax                (34.44)            58.61 

During the year under review the Board of Directors of your Company have charted the plan and strategy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and vertical directions. During the year under review the operations of your company has posted the operational loss on standalone basis.

You will be happy to know that company has maintained steady growth in its operation and the scale of activities have increased since your company is in expansion mode.

Almost all other revenue generation areas i.e. Food and Beverages, Income from other recreational facilities, Branding and Sponsorships, Rental and Merchandising have shown consistent results.

With a view to effecting the expansion your company has successfully erected the RESORT Facilities with a capital expenditure of Rs. 204 lacs (Approx.) & the WATER PARK has been in full operation cropping the revenue generations. The Board of Directors are determined to put the company on the success and profitable tracks to reward the members for their investment and trust reposed in the management.

FUTURE BUSINESS PROSPECTS:

The amusement park projects for turnkey contracts are in the advance stage of implementation and barring unforeseen circumstances, prospect of project business is good in future of course full of challenges in competitive market.

With aggressive marketing scheme, good number of booking of events and with an emphasis on increasing Foods & Beverages sales, barring any unforeseen circumstances, your company looks to future with confidence.

The water park and amusement park footfall are showing increasing trend and with the addition of a new inflatable water slide, we expect to get better footfall in Water Park during the peak summer season.

Your company is above in advance stage of articulation of a Spa and Resort with ultra modern amenities and beatification engraved with banquet hall, Marriage Party Hall, Swimming Pool and SPA at Ajwa, Vadodara an Industrially developed city.

DIVIDEND

Your Board of Directors does not recommend any dividend in view that your company is in need of money for its future expansion and development. However, the Board of Directors of your company is determined to reward the members by increasing the worth of your company in future with value additions to the investment of shareholders of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS

In terms of the provisions of SEC 152 of the Companies Act 2013 & Articles of Association of the company MR PRADYUMAN PANDYA Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer theme selves for re-appointment.

In terms of the provisions of SEC 149 ,152 read with schedule IV and other applicable provisions if any of the COMPANIES ACT 2013 & The Companies (Appointment and Qualification of Directors) Rules 2014 Mr. Ashok Shelat and Mrs. Shanti Y Nandecha are appointed as INDEPENDENT DIRECTORS in the ensuing Annual General Meeting of members for five Years And for which they have submitted Declaration that he/she meets the criteria for independence as provided in sec 149(6) of the Act and who is eligible for appointment.

Mrs. Surabhi Kothari has ceased to be director of the company with effect from April 01, 2014.

AUDITORS

In compliance with the Sec 139,141,142 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014, M/S DSKHTP & ASSOCIATES Chartered Accountants, are appointed as statutory Auditors for a term of five consecutive years from conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting upto 2019 and authorize the board of Directors to fix their remuneration. The Auditors have submitted their eligibility as envisaged by SEC 141 of the Companies Act 2013. M/S Porwal & Porwal the existing Auditors retiring at the ensuing Annual General Meeting has expressed their unwillingness to be reappointed as statutory Auditors.

AUDIT COMMITTEE

The Audit committee consists of MR. PRADYUMAN PANDYA, MRS. KALINDI PATEL & MRS. SURBHI KOTHARI Non Executive Directors. The Audit Committee meetings were held for the year ended 31st March 2014 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive independent Directors. The Audit committee interalia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors. For FY 31-03-2015 the company will be appointing the two independent Directors to deal with the proceedings of Audit committee.

SECRETARIAL AUDITORS

As obliged under Sec 204 of the Companies Act 2013 and the Companies (Appointment and remuneration of Managerial Personnel's) Rules 2014 the company is required to appoint SECRETARIAL AUDITOR for auditing the secretarial and related records of the company and to provide a report in this regard.

Accordingly M/S ASHOK SHELAT & ASSOCIATES, COMPANY SECRETARIES, VADODARA have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014 -2015 for attaching their report with the Board's report to the shareholders.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company is committed to continuously reducing energy consumption at its various units. Besides sustaining the previous year initiatives, new measures were implemented during the year under report. Your company has been striving for ensuring environment friendly initiatives of GREEN REVOLUTION by plantations in resorts campus through various projects on energy saving to its units. List of initiatives taken to ensure your company has energy efficient system to support the environment as under:

Purchase of new energy efficient machine and utility equipment. Double glass window panels to get natural light and save AC energy for mini products hall.

Transparent sheet provided on the roof to eliminate artificial lighting during the day time.

Opening made in ducting to take fresh air inside for cooling of room during winter season to avoid utility chiller running during winter.

Harmonic analysis of the machine done to check any noise in the system lines.

GREEN BELT PLANTATIONS to balance environmental stability.

Impact of the above measurement for reduction of energy consumption and consequent impact on the cost of production of the goods are Natural light used to save power during daylight, Natural air used for cooling during winter for air-conditioning, usage of energy efficient equipment to reduce power cost.

Your Company maintains an eco-friendly environment and continuously works hard towards conservation of energy by adhering to strict norms. Your Company is under-taking various projects towards conservation and recycling of water. Your Company's triple bottom line approach on economic, environmental and social returns had made the Company more environment conscious and it is now committed towards minimizing its carbon foot-print and green house effects.

Further, as required by the provisions of Section 217 (1)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign exchange earnings and Out-go are furnished in the annexure forming part of this report.

AUDITORS REPORT

Auditor's observations are self explanatory and/or suitably explained in the notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The company believes in adopting the best practice in the area of Corporate Governance and follows the principles of full transparency and accountability, thereby protecting the interest of all its stakeholders.

The Board considers itself a trustee of all the shareholders and acknowledges its responsibilities to the shareholders for creating and safeguarding their wealth. During the year under review, the Board continued its pursuit of achieving these objectives through the adaptation and monitoring of corporate strategies, prudent business plan, monitoring the major risk of the company's business and ensuring that the company pursues policies and procedures to satisfy its legal and ethical responsibilities.

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investor's protection and maximize long term shareholder value.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditor's Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i] That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii] That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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 the year under review;

iii] That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ' going concern' basis

DEPOSITS

During the year under review your company has neither invited nor accepted deposits and therefore there was no deposits which were unclaimed and due for repayment..

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders for their continued support.

                                 By order of the Board of Directors, 
                                 For Ajwa Fun World & Resort Ltd.

Place : Ajwa.Vadodara.                        Rajesh C. Jain
Date : 31-08-2014                    (Chairman & Managing Director)