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Cindrella Financial Services Ltd.

BSE: 531283 Sector: Financials
NSE: N.A. ISIN Code: INE897D01015
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NSE 05:30 | 01 Jan Cindrella Financial Services Ltd
OPEN 5.30
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VOLUME 15
52-Week high 5.55
52-Week low 2.70
P/E 14.32
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.30
CLOSE 5.30
VOLUME 15
52-Week high 5.55
52-Week low 2.70
P/E 14.32
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cindrella Financial Services Ltd. (CINDRELLAFIN) - Director Report

Company director report

To

The Members

Your directors hereby present the 26th Annual Report together with AuditedAccounts of the Company for the year ended 31st March 2020.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Revenue from operations 10.43 7.43
Other Income 0.14 0.08
Total Revenue from operations 10.57 7.51
Profit/(Loss) before Financial Expenses Preliminary expenses Depreciation and Taxation 2.16 0.97
Less: Financial expenses - -
Operating profit/(loss) before Preliminary expenses Depreciation & Taxation 2.16 0.97
Less: Depreciation & Preliminary expenses written off 0.20 0.22
Current tax Less: Tax expenses 0.30 0.14
Deferred Tax Assets (Net) (0.01) (0.01)
Profit after Taxation 1.66 0.62

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED) (Rs.in Lakhs)

PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Sales for the year 10.43 7.43
Other Income 0.14 0.08
Total Income 10.57 7.51
Profit before Financial Expenses Preliminary expenses Depreciation and Taxation 2.16 0.97
Less: Financial expenses - -
Operating profit before Preliminary expenses Depreciation & Taxation 2.16 0.97
Less: Depreciation & Preliminary expenses written off 0.20 0.22
Current tax 0.30 0.14
Less: Tax expenses
Deferred Tax Assets (Net) (0.01) (0.01)
Profit after Taxation 1.66 0.62
Add: Share of net profit from associate 46.89 9.97
Profit for the period 48.55 10.59

OPERATIONS

Standalone:

The Company's total revenue is Rs. 10.57 lacs for the year ended March 31 2020 ascompared to Rs. 7.51 lacs for the year ended March 31 2019.

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. 46.89 lacs.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for thefinancial year 2019-20.

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 4 (Four) times during the year under review as follows: DateNo. of Directors present 30/05/2019 4 13/08/2019 4 14/11/2019 4 14/02/2020 4 As requiredthe gap between two Board meetings did not exceed 120 (one hundred and twenty) days.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 30th May2019 and 14th November 2019 and reviewed the performance of the Board andassessed the processes in place for flow of information between various personnel and theBoard.

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 at arm'slength basis and were in the ordinary course of business. There is no conflict of interestand none of these transactions have any possibility of being detrimental to the interestsof the Company. Your Company had not entered into any transactions with related partieswhich are specified under clauses (a) to (g) of Section 188(1) of the Companies Act 2013or could be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable.

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

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 Risk Management Committee/ Policy do not apply to your Company. However theDirectors oversee these matters.

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 ofIndia (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 separatereport on Corporate Governance is furnished pursuant to the Company's desire to continueto 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.

COMPANYfS POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OF

THEIR DUTIES

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

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 isannexed 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 Shri VivekBaid is liable to retire by rotation and being eligible has offered himself forre-appointment. Shri Sanjay Kumar Agarwal shall continue in office as Non-executiveIndependent Director on the Board of the Company not liable to retire by rotation for asecond term of five consecutive years up to September 24 2024 or up to the date of AGM tobe held for the year 2024. Shri Anup Kumar Bhattacharya (DIN 08207103) shall continue inoffice as Non-executive Independent Director on the Board of the Company not liable toretire by rotation for an initial term of five consecutive years up to September 24 2024or up to the date of AGM to be held for the year 2024. Smt. Sangita Devi Baid (DIN00359298) Director shall continue in office as Managing Director of the Company for aperiod of 5 (five) years her appointment being effective from May 27 2019. As perRegulation 15(2) of Chapter IV of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the provisions regarding thecomposition of the Board of Directors and the constitution and composition of variousCommittees of the Board inter alia shall not apply to your Company. However the Companyis in compliance of the provisions. Existing Committees of the Board remain as they are incompliance with the provisions of the Companies Act 2013. The Independent Directors havegiven declarations to the Company regarding fulfillment of criteria of independence asrequired under the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

OTHER BOARD AND MANAGEMENT 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

The Statutory Auditors of the Company Avijit Dutta & Co. Chartered AccountantsSiliguri (FRN 326719E) who were appointed at the AGM held in 2017 for a term of 5 years tohold office up to the conclusion of the Annual General Meeting for the year ended31.03.2022 shall continue in office as Statutory Auditors of the Company. The notes onaccount referred to in the Auditor's Report are self explanatory and therefore do not callfor 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 March2020. The report of the Secretarial Auditor is attached to and forms part of this report.

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 2014 none of the employees are inreceipt of the remuneration which is in excess of the limits as specified in theregulation. Disclosures pertaining to remuneration and other details as required underSection 197(12) read with Rule 5(1) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report.

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 312019 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 2019 and of the profit orloss of the Company for the said period;

iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv) the directors had prepared the annual accounts for the financial yearended March 31 2019 on a "going concern" basis; v) the directors have laid downinternal financial controls in the company that are adequate and were operatingeffectively; and;

vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable 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

Managing Director

(DIN 00359298)

Sri Vivek Baid

Director

(DIN-00437542)

Place: Siliguri

Dated: 30th July 2020.

Registered Office:

9 Mangoe Lane Kolkata-700001.

.