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Cindrella Financial Services Ltd.

BSE: 531283 Sector: Financials
NSE: N.A. ISIN Code: INE897D01015
BSE LIVE 14:20 | 28 Mar 2.73 0.01
(0.37%)
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2.73

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2.73

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.73
PREVIOUS CLOSE 2.72
VOLUME 3480
52-Week high 3.00
52-Week low 2.47
P/E 5.57
Mkt Cap.(Rs cr) 1.14
Buy Price 2.73
Buy Qty 520.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.73
CLOSE 2.72
VOLUME 3480
52-Week high 3.00
52-Week low 2.47
P/E 5.57
Mkt Cap.(Rs cr) 1.14
Buy Price 2.73
Buy Qty 520.00
Sell Price 0.00
Sell Qty 0.00

Cindrella Financial Services Ltd. (CINDRELLAFIN) - Director Report

Company director report

DIRECTORS' REPORT

To

The Members

Your directors hereby present the 22nd Annual Report together with Audited Accounts ofthe Company for the year ended 31st March 2016.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)
PARTICULARS YEAR ENDED YEAR ENDED
31.03.2016 31.03.2015
Sales for the year 3.85 4.14
Other Income 0.017 -
Total Income 3.87 4.14
Profit before Financial Expenses Preliminary
expenses Depreciation and Taxation -1.38 0.35
Less: Financial expenses - -
Operating profit before Preliminary expenses
Depreciation & Taxation -1.38 0.35
Less: Depreciation & Preliminary expenses
written off 0.27 0.15
Less: Provision for taxation Current tax - 0.05
Deferred Tax -0.014 0.03
Earlier Year - -
Profit after Taxation -1.64 0.12
Add: Balance brought forward -76.46 -76.46
Less: Additional Adjustments 0.009 0.12
Profit available for appropriation -78.09 -76.46

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED)

(Rs.in Lakhs)
PARTICULARS YEAR ENDED 31.03.2016
Sales for the year 3.85 4.14
Other Income 0.017 -
Total Income 3.87 4.14
Profit before Financial Expenses Preliminary
expenses Depreciation and Taxation -1.38 0.35
Less: Financial expenses - -
Operating profit before Preliminary expenses
Depreciation & Taxation -1.38 0.35
Less: Depreciation & Preliminary expenses
written off 0.27 0.15
Less: Provision for taxation - 0.05
-0.014 0.03
- -
Profit after Taxation -1.64 0.12
Add: Share of net profit from associates 7.18 77.49
Add: Balance brought forward 1.03 -76.46
Less: Additional Adjustments 0.009 0.12
Profit available for appropriation 6.58 1.03

OPERATIONS Standalone:

The company had generated revenue mainly due to the interest from the Long Term Loansgiven. The directors expect growth in revenues in the near future. The Company does nothave any profit available for appropriation to reserves.

Consolidated:

Due to the growth of the revenue of the associate company Cindrella Hotels Ltd therehas been growth in the consolidated results of the company. Henceforth the total share ofcurrent year profit from associates amount to Rs. 7.18 lakh. However the directors wouldlike to report that the growth in the revenue was due to an international event managed bythe associate company which may not occur in future.

DIVIDEND

In view of insufficient profits no Dividend was declared for the current financialyear by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last financial year.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 6 (Six) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report. As required the gap between two Boardmeetings did not exceed 120 (one hundred and twenty) days.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Director interacted separately with theother members of the Board and acquired inputs for his assessments. In view of the factthat the Company has not been able to appoint another Independent Director no IndependentDirectors' meetings were held.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There was no loan guarantee or investment made by the Company under Section 186 of theCompanies Act 2013 during the year under review and hence the said provision is notapplicable.

RELATED PARTY TRANSACTION:

All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable. The details in this respect are included in the Secretarial AuditReport which forms part of this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The particulars in respect of Risk Management Policy are included in the CorporateGovernance Report which forms part of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Your Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis is provided later and forms part of this AnnualReport.

As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the requirementsregarding disclosures with respect to Corporate Governance and the Declaration signed bythe chief executive officer stating that the members of board of directors and seniormanagement personnel have affirmed compliance with the code of conduct of board ofdirectors and senior management and the Compliance certificate from either the auditors orpracticing company secretaries regarding compliance of conditions of corporate governanceto be annexed with the directors' report do not apply to your Company.

However a separate report on Corporate Governance is furnished pursuant to theCompany's desire to continue to follow proper Corporate Governance policies.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the StatutoryAuditors and/or the Secretarial Auditor in their respective reports. The emphasis ofmatter in the Secretarial Audit Report has been clarified below in this report.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OF THEIRDUTIES

The Nomination and Remuneration Committee of the Company constituted as per provisionsof Section 178(1) of the Companies Act 2013 oversees matters relating to the same.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is annexed as Annexure 1.

DIRECTORS

During the year under review in accordance with the provisions of section 152 (5) ofthe Companies Act 2013 read with the Articles of Association of the company Sri VivekBaid is liable to retire by rotation and being eligible your Board recommends his re-appointment. As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the provisionsregarding the composition of the Board of Directors and the constitution and compositionof various Committees of the Board inter alia shall not apply to your Company. Howeverthe existing Committees of the Board shall remain as they are in compliance with theprovisions of the Companies Act 2013. In order fulfill the provisions of the CompaniesAct 2013 with respect to the composition of its Audit Committee and Nomination andRemuneration Committee the Board of Directors of the Company is in the process ofsearching for and appointing at least 1 more independent director but facing difficultiesin the same due to non-availability of suitable candidate(s). In the meanwhile the Boardof Directors of your Company is fulfilling the required responsibilities.

The Independent Director has given a declaration to the Company regarding fulfillmentof criteria of independence as required under the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

OTHER BOARD MATTERS

Particulars relating to company's policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under sub-section (3) of section 178 and thoseindicating the manner in which formal annual evaluation has been made by the Board of itsown performance and that of its committees and individual directors and details of thevarious committees of the Board are given in the Corporate Governance Report and formspart of this report. None of the Directors are in receipt of any remuneration from theCompany.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company's internal control systems are commensurate with the nature of its businessand the operations.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries and Joint Ventures. Cindrella Hotels Limitedis an Associate Company.

AUDITORS

In terms of the sub-section (2) of section 139 of the Companies Act 2013 (effectivefrom 01-04-2014) no Listed Company shall appoint or re-appoint an Auditing Firm as theAuditor for more than two terms of five consecutive years. Provided that the firm iseligible to be appointed or re-appointed in the same Company after five years from thecompletion of existing term. In pursuance of the above every listed Company shall complywith this requirement within a transitional period of three years from the date ofcommencement of the Act i.e. 1st April 2014.

M/s Agarwal Mahesh Kumar & Co. Chartered Accountants the existing Auditors havebeen appointed with effect from 26th April 1994 as the Statutory Auditors of the Companyfor auditing the annual financial statements of the Company from the financial year1994-95 and have completed the permissible period of two terms of five years each as ondate. Your Company would like to comply with the new provision within said transitionalperiod of three years i.e. within 31st March 2017. The Company proposes to re-appoint M/sAgarwal Mahesh Kumar & Co. Chartered Accountants as Statutory Auditors for thefinancial year 2016-17. M/s Agarwal Mahesh Kumar & Co. Chartered Accountants theStatutory Auditors of the Company will retire at the conclusion of the forthcoming AnnualGeneral Meeting and being eligible have offered themselves for re-appointment as StatutoryAuditors and have confirmed that their re-appointment if made would be within the limitsprescribed under section 141 of the Companies Act 2013. Accordingly the Board recommendstheir reappointment at this AGM.

The notes on account referred to in the Auditor's Report are self explanatory andtherefore do not call for any further comments u/s 134 of the Companies Act 2013.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The particulars in respect of the above are included in the Corporate GovernanceReport which forms part of this report.

SECRETARIAL AUDITOR

The Board has appointed Sri Somnath Ganguly Company Secretary in Whole-time Practiceunder the provisions of section 204 of the Companies Act 2013 and the Rules madethereunder to carry out the Secretarial Audit for the year ended 31st March 2016. Thereport of the Secretarial Auditor is enclosed to this report as Annexure B. This reportcontains emphasis of matter regarding: i. Composition of the Audit Committee andNomination and Remuneration Committee; and; ii. Key Managerial Personnel.

Company's clarification: i. The non-compliance is not willful/intentional but becauseof the non-availability of a suitable person to act as Independent Director and has beenexplained at length above in the paragraph relating to Directors. ii. The Directors arefulfilling this role and the Company is in the process of re-designating its Directorsaccordingly. The Company is not able to identify a suitable candidate for the post of fulltime Company Secretary willing to join service as per the Company's terms.

However the Company is making sincere efforts towards this end.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014none of the employees are in receipt of the remuneration which is in excess of the limitsas specified in the regulation.

Disclosures pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are enclosed to this report. However it is being reported that asbefore the Company does not have any permanent employees as the scale of its operationsdoes not justify the same. The non-executive Directors supervise the working of theCompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme and ESOS referred to in this Report.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors further state that during the year under review there were nocomplaints related to sexual harassment since the Company has no employees.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that; i) inthe preparation of the annual accounts for the financial year ended March 31 2016 theapplicable Accounting Standards have been followed along with proper explanations relatingto material departures; ii) the directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312016 and of the profit or loss of the Company for the said period; iii) that the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv) thedirectors had prepared the annual accounts for the financial year ended March 31 2016 ona "going concern" basis; v) they have laid down internal financial controls inthe company that are adequate and were operating effectively and vi) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and theseare adequate and are operating effectively.

ACKNOWLEDGEMENT:

Your Directors acknowledge the co-operation extended by the various GovernmentAuthorities Bankers Business Associates Members and Guests. Your Directors also placeon record their sincere appreciation of the services rendered by the employees at alllevels.

For & on behalf of the Board
Smt Sangita Devi Baid
Chairman
(DIN 00359298)
Sri Vivek Baid
Director
(DIN-00437542)
Place: Siliguri
Dated: The 30th Day of May 2016.
Registered Office:
9 Mangoe Lane Kolkata-700001