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Cindrella Financial Services Ltd.

BSE: 531283 Sector: Financials
NSE: N.A. ISIN Code: INE897D01015
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OPEN 2.75
PREVIOUS CLOSE 2.62
VOLUME 13
52-Week high 3.00
52-Week low 2.61
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.63
Buy Qty 500.00
Sell Price 2.75
Sell Qty 96.00
OPEN 2.75
CLOSE 2.62
VOLUME 13
52-Week high 3.00
52-Week low 2.61
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.63
Buy Qty 500.00
Sell Price 2.75
Sell Qty 96.00

Cindrella Financial Services Ltd. (CINDRELLAFIN) - Director Report

Company director report

To

The Members

Your directors hereby present the 23rd Annual Report together with AuditedAccounts of the Company for the year ended 31st March 2017.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)
PARTICULARS YEAR ENDED 31.03.2017 YEAR ENDED 31.03.2016
Revenue from operations 6.95 3.85
Other Income 0.17 0.017
Total Revenue from operations 7.12 3.87
Profit before Financial Expenses Preliminary expenses Depreciation and Taxation 23.94 -1.38
Less: Financial expenses - -
Operating profit before Preliminary expenses Depreciation & Taxation 23.94 -1.38
Less: Depreciation & Preliminary expenses written off 0.25 0.27
Current tax 4.51 -
Less: Provision for taxation
Deferred Tax -0.011 -0.014
Earlier Year - -
Profit after Taxation 19.18 -1.64

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED)

(Rs.in Lakhs)
PARTICULARS YEAR ENDED 31.03.2017 YEAR ENDED 31.03.2016
Sales for the year 6.95 3.85
Other Income 0.17 0.017
Total Income 7.12 3.87
Profit before Financial Expenses Preliminary expenses Depreciation and Taxation 23.94 -1.38
Less: Financial expenses - -
Operating profit before Preliminary expenses Depreciation & Taxation 23.94 -1.38
Less: Depreciation & Preliminary expenses written off 0.25 0.27
Current tax 4.51 0.00
Less: Provision for taxation Deferred Tax -0.011 -0.014
Earlier Year - -
Profit after Taxation 19.18 -1.64
Add: Share of net profit from associates 7.12 7.18
Profit available for appropriation 2630823.38 553955.37

OPERATIONS

Standalone:

The Company's revenue from operations is Rs. 6.95 lacs for the year ended March 312017 as compared to Rs. 3.84 lacs for the year ended March 31 2016 translating to agrowth of 80.99% over the revenue earned for the year ended 31st March 2016.

During the year under review profit earned out of the proceeds from the sale of a plotof land measuring 1 Kathas 7 Chatak 27 sq ft situated at Salugara P.S. BhaktinagarDist. – Jalpaiguri in Plot No.30 (Part) RS Khatian No.83/1 J. L. No.2 Mouza –Dabgram Sheet No.5 within Ward No.42 of SMC resulted in the Company earning a Net Profitafter tax of Rs. 19.18 lacs.

Consolidated:

Due to the addition of share of current year's profit of the associate companyCindrella Hotels Ltd there has been increase in the consolidated profits of the company.The share of current year's profit from the associate amounts to Rs. 7.12 lacs.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for thefinancial year 2016-17.

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 5 (Five) 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 related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2is 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.

FRAUD REPORTING

There have been no frauds reported to the Board of Directors during the year.

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 Smt. SangitaDevi Baid is liable to retire by rotation and being eligible your Board recommends herreappointment. As per Regulation 15(2) of Chapter IV of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 theprovisions regarding the composition of the Board of Directors and the constitution andcomposition of various Committees of the Board inter alia shall not apply to your Company.However the existing Committees of the Board shall remain as they are in compliance withthe provisions of the Companies Act 2013.

In order fulfill the provisions of the Companies Act 2013 with respect to thecomposition of its Audit Committee and Nomination and Remuneration Committee the Board ofDirectors of the Company is in the process of searching for and appointing at least 1 moreindependent director but facing difficulties in the same due to non-availability ofsuitable candidate(s). In the meanwhile the Board of Directors of your Company isfulfilling the required responsibilities. The Independent Director has given a declarationto the Company regarding fulfillment of criteria of independence as required under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

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 consecutive terms of five years each. Provided that the firm iseligible to be appointed or re-appointed in the same Company after a gap of five yearsfrom the completion of existing term. In pursuance of the above every listed Companyshall comply with this requirement within a transitional period of three years from thedate of commencement of the Act i.e. 1st April 2014. M/s Agarwal Mahesh Kumar & Co.Chartered Accountants the existing Auditors have been appointed with effect from 26thApril 1994 as the Statutory Auditors of the Company for auditing the annual financialstatements of the Company from the financial year 1994-95. Your Company had in theprevious reports informed about compliance with the new provision within said transitionalperiod of three years.

Therefore since the present Statutory Auditors M/s Agarwal Mahesh Kumar & Co.Chartered Accountants have to retire at the forthcoming Annual General Meeting the Companyproposes to re-appoint another auditor in place of M/s Agarwal Mahesh Kumar & Co.Chartered Accountants as Statutory Auditor from the financial year 2017-18 for a period of5 years up to the conclusion of the Annual General Meeting for the year ended 31.03.2022.

Accordingly in agreement with the recommendations of the Audit Committee regardingappointment of Statutory Auditor the Board recommends the appointment of Avijit Dutta& Co. Chartered Accountants Siliguri (FRN 326719E) at this AGM with effect from01.04.2017 up 31.3.2022 to hold office upto the conclusion of the Annual General Meetingfor the year ended 31.03.2022.

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 March2017. The report of the Secretarial Auditor is enclosed to this report as Annexure B.This report contains emphasis of matter regarding: i. Composition of the Audit Committeeand Nomination and Remuneration Committee; and; ii. Key Managerial Personnel.

Company's clarification: i. The non-compliance is not willful/intentional butbecause of the non-availability of a suitable person to act as Independent Director andhas been explained at length above in the paragraph relating to Directors. ii. TheDirectors are fulfilling this role and the Company is in the process of re-designating itsDirectors accordingly. The Company is not able to identify a suitable candidate for thepost of full time 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 detailsas required under Section 197(12) read with Rule 5(1) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are enclosed to this report. However itis being reported that as before the Company does not have any permanent employees as thescale of its operations does not justify the same. The non-executive Directors supervisethe working of the Company.

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) in the preparation of the annual accounts for the financial year ended March 312017 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit orloss of the Company for the said period;

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the directors had prepared the annual accounts for the financial year ended March31 2017 on a "going concern" basis;

v) they have laid down internal financial controls in the company that are adequate andwere operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are 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)
Place: Siliguri
Dated: The 30th Day of May 2017. Sri Vivek Baid
Registered Office: Director
9 Mangoe Lane Kolkata-700001 (DIN-00437542)