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During the precedding year the company had received ITAT order for A.Y. 1997-98 and learned ITAT has deleted substantial addition made by the learned Income Tax officer (set aside by CIT-(A) . the company had preferred appeal against ITAT.) Further, against order of CIT-(A) for A.Y. 1995-96, 2001-02 & 2002-03, the department has preferred appeal before ITAT, the orders have been received deleting the substantial additions made by learned Income Tax officer deleted by Learned ITAT, however the effect of recomputation of Income as per CIT-(A) & ITAT order and computation of Tax and Interest for relevent assessments years are yet not done/ adjusted against tax Deposited/ Paid. Further, during the year 2019-20, the company had received refund of Rs. 25.08 lakhs the same has been adjusted against deposits made against the disputed demand in absence of details regarding year wise refund and interest, if any, thereon. The balance deposit outstanding Rs. 16.01 lakhs (P.Y. Rs. 16.01 lakhs ) is subject to refund/ interest receivable and tax payable/ adjusted if any on finalisation of computation of income.

Note No.12.1 The company during the F.Y. 2016-17 year has made payment of Rs. 69.28 lakhs to the Ex-Director/Director of the Company in terms of Affidevit cum Indemnity Bond executed duly noterized for purchase of property, pending documentation.The subject matter is disputed between the parties. However, as per board resolution dt. 20/03/2018 interest @12% p.a. Rs.Nil/— (Previous year Rs.16.09 lakhs ). have been charged. Balance outstanding as on 31.03.2024 Rs. Nil/- (P.Y.Rs.150.16 lakhs ) During the Year the dispute has been setlled and amount out standing Rs.150.16 lakhs has been net off against unsecured deposit of Rs.194.36 lakhs ( Reffer note no. 15.3)

13.2 Terms attached to Equity Share

The Company has only one class of Equity Shares having a par value of Rs.10/- per share.Each holder of Equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares would be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of the equity shares held by the shareholders.

13.4 As per the records of the Company Including its Register of Shareholder/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represent both legal & beneficial ownership of the shares. The legal heirs of Late Mr. B Kumar have filed suit in the court, the final holding is subject to final verdict of the court. The said matter has been resolved by the Court and NCLT Order dated 13.09.2023.( Note No. 29.2.2 )

15.1 Secu red loan above: - - -

Note No 15.1 Rs.62.45 lakhs (P.Y.Rs. 80.43 lakhs) is secured by way of first charge of equitable mortgage of the immovable Commercial property of the company situated at Sunrise Centre-1 ,Drive in Cinema Road, Thaltej with Canara Bank additionally secured by personal guarantee of Managing Director and then Chairman and then Director/Ex. Director. (Refer Note No 2.1)

15.2 The Bank has restructured the Loan vide sanction letter dated 30.09.2021, the installment due on 23.08.2023.

15.3 During the year amount advanced amounting to Rs.150.16 lakhs has been adjusted and balance amount is repaid (Refer Note No: 12.1 )

16.1 Based on the Information available with the company and as provided by the management of the Company the company is maintaining record of vendors who are registered as micro, small or medium enterprises under “The Micro, Small and Medium Enterprises Development Act 2006” as per information obtained from respective vendors. The information provided below is as per information and records maintained by the Company as at March 31st 2024 and 2023.

19.1 Based on the Information available with the company and as provided by the management of the Company the company is maintaining record of vendors who are registered as micro, small or medium enterprises under “The Micro, Small and Medium Enterprises Development Act 2006” as per information obtained from respective vendors. The information provided below is as per information and records maintained by the Company as at March 31st 2024 and 2023.

(A) The comapny had recevied notice U/s 263 for Asst Year 2015-16 and vide Order dt. 09.03.2020 the Leaned Pr. Comm of Income Tax passed order dt.09.3.2020 that “the order made U/S 143(3) of Asst Year 2015-16 by Assessing officer on 22.12.2017 is erroenes & prejudicial to the interest of revenue, directling the assessing officer to make assessment de-novo”. Against the order passed by Learend Pr. Comm of Inocme Tax, the company prefered an appeal before the Income Tax Appellant Ttribunel, the appeal is pending for hearing till date,Further, the asseesing officer issued notice U/s 142(1) and made order dt.30.09.2021 U/s 143(3) r.w.s. 263 of income tax Act 1961, assessing income of Rs.180.55 lakhs raising the demand of Rs.112.91 lakhs Against the order of assessing officer, the company has prefered an appeal before CIT-(A) on 15-10-2021 and the hearing before CIT(A) is pending till date.

(B) During the precedding year the company had received ITAT order for A.Y. 1997-98 and learned ITAT has deleted substantial addition made by the learned Income Tax officer (set aside by CIT-(A) . the company had preferred appeal against ITAT.) Further, against order of CIT-(A) for A.Y. 1995-96, 200102 & 2002-03, the department has preferred appeal before ITAT, the orders have been received deleting the substantial additions made by learned Income Tax officer deleted by Learned ITAT, however the effect of re-computation of Income as per CIT-(A) & ITAT order and computation of Tax and Interest for relevent assessments years are yet not done/ adjusted against tax Deposited/ Paid. Further, during the year 2019-20, the company had received refund of Rs. 25.08 lakhs the same has been adjusted against deposits made against the disputed demand in absence of details regarding year wise refund and interest, if any, thereon. The balance deposit outstanding Rs. 16.01 lakhs (P.Y. Rs. 16.01 lakhs ) is subject to refund/ interest receivable and tax payable/ adjusted if any on finalisation of computation of income.

(D) The Company is also involved in certain litigation for lands acquired by it for Development purposes, either through agreements or through outright purchases. These case are pending with various courts and are scheduled for hearings. After considering the circumstances and legal advice received, management believes that these cases will not adversely effect its financial statements. The liabilities, if any, is not ascertainable.

(E) The Company does not expect any reimbursement in respect of the above contingent liability and it is not practicable to estimate the timings of the cash out flows, if any, in respect of matters above pending and it is not probable that an outflow of resources will be required to settle the above obligations/claims.

Note: 29.2 NCLT Cases and other Legal Cases:

(1) (a) Special notice and requisition under section 100(2) read with section 169 of The Companies

Act, 2013 and the rules framed there under received from one shareholder for removal of one of the Director of the Company.Pursuant to special notice Extra Ordinary Genereal Meeting (EOGM) was heald on 10th May, 2017. However, director approched National Compnay Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act, 2013. NCLT has directed that results of voting at EOGM can be declared by the company, however implementation have been stayed till the tribunal directs otherwise.

(1) (b) One of the Shareholder approach National Company Law Tribunal (NCLT) under section 58 & 59

of the Companies Act, 2013 for rectification of register of member.

(1) (c) The Company is in receipt of NCLT order stating that the original petitioners to the CP 65 of

2017 with the Company Appeal No.15 of 2017 unconditional withdrawn allowed by the NCLT along with pending IAS dismissed as removed infrctuous vide order delivered on 13.09.2023.

(1) (d) The Company is in process of assessing the impect, if any, on the financial statements of the

said order received on 13.09.2023.

2. The Company has filed a case against one of the Director of the Company under section 452 of The Companies Act, 2013 and Section 403,404 and 406 of The Indian Penal Code for Eviction of the Company ‘s Property Situated at Flat No. 201, Ambience Tower, Bodakdev, Ahmedabad, Vide Criminal Case No. 633115/2018 in the Metropolitan Magistrate Court. The Court had already issued a summon to Director. The order is passed by the H’nble Court dated 31.03.2023 is received by the Company and possession of the premises have been taken back by the Company during the year.

3. The Compnay has filed a FIR No. I/71/2018 under Section 406,409,418,420 and 114 of The Indian Penal Code for Misappropriation of Funds/Wrongfully holding property acquired from Company Funds at Vastrapur Police Station against Director and Ex Managing Director of the company during their tenure.During the year in course of hearing the Company and defeendents submitted in the court that both the parties have arrived at conensus and have no objection if the impugned complaint is quashed vide order dated 11/08/23 the learned judges of Gujarat high court quashed impugned FIR and set aside .

(4) (a) The Company is in receipt of letter dt.15.06.18 from BSE and subsequently email communication

dated 06.08.2018 from SEBI alongwith encloser of letter from anonymous person asking clarification on Transfer of substantial Companies Projects/Land parcels/ assets in FY 2009-10. The Company had appointed an independent professional to inquire in the subject matter.The Company is in receipt of Scrutiny Report of D.Shah & Associates, Chartered Accountants on 02/11/2018, and this was placed before Audit Committee and Board meeting. It was discussed and approved by the Board to study the impact on financial and/or any other subject matter. Thereafter, the Board of Directors of the Company at its meeting held on 14th December, 2018, inter alia, unanimously decided to engage legal and other professionals to discuss the scrutiny report dated 31st October, 2018 and to take / initiate all necessary steps/legal actions. We have been informed that the Company has filed civil suit no.21 of 2019 in the court of civil judge (S.D.) at Sanand on 18/04/2019 and another civil suit no.32 of 2019 in the court of civil judge ( S.D.) at Kalol on 26/04/2019 ,against Paksh Developers Private Limited and against then Directors namely Mrs.Meeta Mathur, Mr.Ankit Mathur, Mr.Kunal Mathur and Mr.Anurag D.Agrawal. The Company is in receipt of the order from Kalol Court which is passed on 31.03.23 and as informed by the Management of the Company, the Company is in process of finalising further course of action with it’s legal team. Since the matter are subjudice,we are unable to disclose, the effect, if any, on financial statement and/or in any other matter.As informed by the Management of the Company, the order from Sanand Court is pending as on date

5. As per information and explanation, the Company has lodge FIR on 06/11/2019 against Company’s Resort Manager, Mr. Kishan P. Somani for mis- appropriation/siphoning of company’s collection (fund) from various customer, amounting Rs. 16.85 lakhs. On completion of event/function said amount has been accounted and debited to Mr. K. P.Somani. Recoverable year end outstanding balance is of Rs.17.55 lakhs (P.Y.Rs.17.55 Lakhs ) The Company has provided for Rs. 17.55 lakhs as on 31st March 2022,as Expected Credit loss.

Note: 29.7 Segment Reporting

For Management Purpose, the Company is currently organised into two major operating activities -

1) Resort and Membership and

2) Real Estate Business. During the year company has club membership fees income, has been grouped under resorts activity. These divisions are the basis on which the Company reports its primary segment information

(i) Segment assets and liabilities:Company is having two segments of business, Assets and Liabilities could not be bifurcated segment wise.

(ii) Segment revenue and expenses : Segment revenue and expenses are taken directly as attributable to the segment. It does not include interest income on inter-corporate deposits, Profit on sale of investments, Interest expense, Provision for Contingencies and Income-tax.

(i) Operating Lease: - Rental is expensed with reference to lease terms and other considerations.Notes:-The company has taken on lease(Till 31.01.2024) one villa in Sterling Resorts owned by Banvarilal Charitable trust & BKumar Family Trust on 1.04.2021 (Till31.01.2024)., The total Lease rent paid on the same amounting to Rs. 2.75 lakhs (P.Y. Rs.3.30 lakhs ) . The minimum lease rentals payable in respect thereof are as follows:

Note 29.10: Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events of bonus issue.For the purpose of calculating diluted earning per share, net profit or loss for the year attributable to equity shareholders and weighted average number of shares outstanding during the year are adjusted for the effect of all dilutive potential equity shares Basic Earning per Share are disclosed in the profit and loss account. There is no Diluted Earnings per Share as there are no dilative potential equity shares.

Note 29.11:No provision for Income Tax has been made in view of Loss for the financial year.2023-24 ( P.Y. Rs NILL). The actual tax liabilities of the company will be determined on the basis of Taxable Income of the Company for assessment year. 2024-25.

Note 29.14: DISCLOSURE ON FINANCIAL INSTRUMENT

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1.17 to the financial statements.

i Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

ii. Level 2 — Inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

iii. Level 3 - Inputs which are unobservable inputs for the assets or liability.

Note 29.15: Financial Risk Management

The Company has a risk management policy which covers risk associated with the financial assets and liabilities. The risk management policy is approved by the Directors. The different types of risk impacting the fair value of financial instruments are as below:

a. Financial instrument and cash deposit

Credit risk is limited as the Company generally invest in deposits with banks and in mutual funds having high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investments in mutual fund units. Counterparty credit limits are reviewed by the Company periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

b. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they become due. The Company monitors its risk by determining its liquidity requirement in the short, medium and long term. This is done by drawing up cash forecast for short term and long term needs. The Company manages its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Surplus funds not immediately required are invested in certain mutual funds which provide flexibility to liquidate. Besides, it generally has certain undrawn credit facilities which can be used as and when required; such credit facilities are reviewed at regular basis.

c. Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due, causing financial loss to the company. Credit risk arises from company’s activities in investments, dealing in derivatives and outstanding receivables from customers.The Company has a prudent and conservative process for managing its credit risk arising in the course of its business activities. Sales made to customers on credit are generally made considering their past track record with the Company.

d. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of following risk: interest rate risk, foreign currency risk, other price risk. Financial instruments affected by market risk include borrowings, trade receivable and trade payable.

e. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates.The Company is exposed to risk due to interest rate fluctuation on its non-current and current borrowings with floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through portfolio diversification and exercise of prepayment/refinancing options where considered necessary.

f. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have significant foreign currency exposure.

g. Other price risk

The Company’s exposure to securities price risk arises from investments held by the Company and classified in the balance Sheet either at fair value through OCI or at fair value through profit and loss. Having regard to the nature of securities, intrinsic worth, intent and long term nature of securities held by the Company, fluctuation in their prices are considered acceptable and do not warrant any management.

Note 29.16:Previous year figures have been reclassified/regrouped to confirm the presentation requirements.

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1,2022, as below:

Ind AS 103 - Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 16 - Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements.

Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract

The amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 109 - Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in assessing whether to derecognise a financial liability. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 116 - Annual Improvements to Ind AS (2021)

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Compan y does not expect the amendment to have any significant impact in its financial statements.

(vii) Details of Benami Property held : As per information and explanation given by the Management of the Company, there is no proceedings initiated or pending against the company for holding any Benami Property under the Benami Transaction (Prohibition Act 1988) and Rules made thereunder.

(viii) During the year, the Company has not availed any borrowings from banks or financial institutions on the basis of security of current assets, hence disclosure requirement is not applicable to the Company.

(ix) During the year ther is no charges pending required to be satisied with Registrar of Companies.

(xii) Utilisation of borrowed funds and Share Premium

a) During the year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) During the year, no funds have been received by the Company from any persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xiii) Details of Crypto Currency or Virtual Currency

During the year the Company has not traded or invested in Crypto currency or Virtual Currency, hence disclosure requirment is not applicable to the Company.

(xiv) Compliance with number of layers of companies:

Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017

(xv) Compliance with approved Scheme(s) of Arrangements

Company has not prepared any Scheme of Arrangements in terms of section 230 to 237 of the Companies Act, 2013.

The notes referred to above are an integral part of Financial Statements.