Your directors hereby present the 30th Annual Report together with Audited Accounts ofthe Company for the year ended 31st March 2016.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
|FINANCIAL RESULTS || ||Rs. in Lacs |
| ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2016 ||31.03.2015 |
|Sales for the year ||581.29 ||395.33 |
|Other Income ||1.17 ||0.34 |
|Total Income ||582.46 ||395.67 |
|Profit before Financial Expenses Preliminary expenses Depreciation and Taxation ||99.09 ||92.46 |
|Less: Financial expenses ||3.85 ||8.61 |
|Operating profit before Preliminary expenses Depreciation & Taxation ||95.24 ||83.85 |
|Less: Depreciation & Preliminary expenses written off ||61.52 ||36.88 |
|Less: Provision Current Year ||15.54 ||12.66 |
|for Taxation Deferred ||-5.11 ||2.51 |
|Earlier Years ||0.17 ||0.17 |
|Profit after Taxation ||23.12 ||31.67 |
|Add: Charge pursuant to the adoption || || |
|of revised Schedule II ||- ||1.34 |
|Add: Balance brought forward ||247.46 ||217.10 |
|Add: Additional Adjustments ||0.99 ||0.04 |
|Profit available for appropriation ||271.57 ||247.46 |
The Company's total revenue had increased to Rs. 581.29 lakhs as compared to Rs. 395.33lakhs with a growth rate of 47.04 % in the current year. However the directors would liketo report that the growth in the revenue was due to an international event managed by theCompany which may not occur in future.
The Company's profit after tax is Rs. 23.12 lakhs for the year ended March 31 2016 ascompared to Rs. 31.67 lakhs. This decrease of 26.99% in the current year is mainly due tothe amount of depreciation.
The Board of Directors of your Company has not recommended any dividend for thefinancial year 2015-16.
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 Directors met on 29th May 2015 and 15thFebruary 2016 and reviewed the performance of the Board and assessed the processes inplace for flow of information between various personnel and the Board.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The company has given unsecured loan of Rs 160000/- to Cindrella Financial ServiceLtd during the year and the same was squared off during the year. Provisions of section186 of Companies Act were duly complied by the company.
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.
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 hisre-appointment. 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.
The Independent Directors have given declarations 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 FinancialServices Limited is considered an Associate Company only by way of common Directors.
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 27th March 1986 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 this Annual GeneralMeeting and being eligible they 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 Reportare self explanatory and therefore do not call for any further comments u/s 134 of theCompanies 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.
The Board has appointed Sri Somnath Ganguly Company Secretary in Whole-time Practiceto carry out the Secretarial Audit under the provisions of section 204 of the CompaniesAct 2013 and the Rules made thereunder. The report of the Secretarial Auditor is enclosedto this report as Annexure B. This report contains emphasis of matter regarding KeyManagerial Personnel.
The Directors are presently fulfilling this role and the Company is in the process ofre-designating its Directors accordingly. The Company is not able to identify a suitablecandidate for the post of full time Company Secretary willing to join service as per theCompany'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. The Company does not have designatedKMP as such and the non-executive Directors supervise the working of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company remains committed towards maintaining itself as an energy-efficient andenvironment friendly enterprise and continues to work on implementation of variousmeasures regarding the same.
The company earns all its foreign exchange from Darjeeling and Bhutan Tours which isreceived in Indian currency by the company.
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 no complaintsrelated to sexual harassment received by its Internal Complaints Committee constitutedpursuant to the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which is responsible for redressal of complaintsrelated to sexual harassment.
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 2015 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 312015 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 2015 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.
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
Dated: The 30th Day of May 2016.
9 Mangoe Lane Kolkata-700001.