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Cindrella Financial Services Ltd.

BSE: 531283 Sector: Financials
NSE: N.A. ISIN Code: INE897D01015
BSE 00:00 | 23 Jan Cindrella Financial Services Ltd
NSE 05:30 | 01 Jan Cindrella Financial Services Ltd
OPEN 3.20
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VOLUME 10
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P/E
Mkt Cap.(Rs cr) 1
Buy Price 3.20
Buy Qty 10.00
Sell Price 3.20
Sell Qty 88.00
OPEN 3.20
CLOSE 3.20
VOLUME 10
52-Week high 3.20
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 1
Buy Price 3.20
Buy Qty 10.00
Sell Price 3.20
Sell Qty 88.00

Cindrella Financial Services Ltd. (CINDRELLAFIN) - Director Report

Company director report

To

The Members

Your directors hereby present the 25th Annual Report together with Audited Accounts ofthe Company for the year ended 31st March 2019.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)
PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Revenue from operations 7.43 3.60
Other Income 0.08 0.24
Total Revenue from operations 7.51 3.84
Profit/(Loss) before Financial Expenses
Preliminary expenses Depreciation and Taxation 0.97 (3.14)
Less: Financial expenses - -
Operating profit/(loss) before Preliminary expenses Depreciation & Taxation 0.97 (3.14)
Less: Depreciation & Preliminary expenses written off 0.22 0.23
Less: Provision for taxation
Current tax 0.14 0.00
Deferred Tax 0.01 0.00
Earlier Year - -
Profit after Taxation 0.62 (3.37)

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED)

(Rs.in Lakhs)
PARTICULARS YEAR ENDED 31.03.2018 YEAR ENDED 31.03.2017
Sales for the year 7.43 3.84
Other Income 0.08 0.00
Total Income 7.51 3.84
Profit before Financial Expenses Preliminary expenses Depreciation and Taxation 0.97 (3.14)
Less: Financial expenses - -
Operating profit before Preliminary expenses Depreciation & Taxation 0.97 (3.14)
Less: Depreciation & Preliminary expenses written off 0.22 0.23
Less: Provision for taxation
Current tax 0.14 0.00
Deferred Tax 0.01 0.00
Earlier Year - -
Profit after Taxation 0.62 (3.37)
Add: Share of net profit from associate 9.96 8.51

OPERATIONS Standalone:

The Company's revenue from operations is Rs. 7.51 lacs for the year ended March 312019 as compared to Rs. 3.84 lacs for the year ended March 31 2018.

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. 9.96 lacs.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for thefinancial year 2018-19

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:

Date No. of Directors present
30/05/2018 3
08/08/2018 3
13/11/2018 4
13/02/2019 4

As required the gap between two Board meetings did not exceed 120 (one hundred andtwenty) days.

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 13th November 2018 and13th February 2019 and reviewed the performance of the Board and assessed the processesin place for flow of information between various personnel and the Board.

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.

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 observation inthe form of emphasis of matter in the Secretarial Audit Report has been clarified below inthis 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 Shri VivekBaid is liable to retire by rotation and being eligible has offered himself forre-appointment.

Shri Sanjay Kumar Agarwal (DIN 00928946) was appointed as Non-executive IndependentDirector not liable to retire by rotation on the Board of the Company in the AnnualGeneral Meeting of the Company held on 24th September 2014 for a term of five consecutiveyears up to the date of AGM to be held for the year 2019.

In terms of Section 149 and any other applicable provisions of the Companies Act 2013Shri Sanjay Kumar Agarwal is proposed to be re- appointed at the forthcoming AGM asNon-executive Independent Director not liable to retire by rotation on the Board of theCompany for a second term of five consecutive years from September 25 2019 up toSeptember 24 2024 or up to the date of AGM to be held for the year 2024.

Shri Anup Kumar Bhattacharya (DIN 08207103) who had been appointed as an AdditionalDirector of the Company with effect from November 13 2018 by the Board of Directorspursuant to section 161(1) of the Companies Act 2013 and the Articles of Association ofthe Company and who holds office up to the date of the forthcoming AGM is proposed to beappointed as Director.

Further in terms of Section 149 and any other applicable provisions of the CompaniesAct 2013 Shri Anup Kumar Bhattacharya is proposed to be appointed as IndependentDirector on the Board of the Company for an initial term of five consecutive years fromSeptember 25 2019 up to September 24 2024 or up to the date of AGM to be held for theyear 2024. Smt. Sangita Devi Baid (DIN 00359298) Director was re-designated as ManagingDirector and CFO of the Company for a period of 5 (five) years with effect from May 272019 at NIL remuneration since the said appointment is only for the purpose of complyingwith the requirements of KMP under the relevant abovementioned statutes. Thoughre-designated after March 31 2019 i.e. the date to which this Report pertains since Smt.Sangita Devi Baid was re-designated by the Board approval of the members in terms ofsections 196 and 197 read with Schedule V and other applicable provisions of the CompaniesAct 2013 and the Rules made thereunder is required for the aforesaid re-designation ofSmt. Sangita Devi Baid and therefore proposed to be sought at the forthcoming AGM.

As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board of India(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. Theexisting Committees of the Board remain as they are in compliance with the provisions ofthe 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 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. The Company was able to identify a candidate for the post of full time CompanySecretary who joined the service of the Company with effect from April 01 2019.

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 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 2019. Thereport of the Secretarial Auditor is enclosed to this report as Annexure B. This reportcontains an observation in the form of emphasis of matter regarding: i. Composition of theAudit Committee and Nomination and Remuneration Committee; and; ii. Key ManagerialPersonnel.

Company's clarification:

i. The non-compliance is not willful/intentional but because of the non-availability ofsuitable person(s) to act as Independent Director. However the non-compliance wasrectified w.e.f. 13th November 2018 by the appointment of an Independent Director.Therefore as on 31.03.2019 the Company had become compliant in this matter.

ii. The Directors were fulfilling this role and the Company is in the process ofappointing Key Managerial Personnel. The Company was also not able to identify a suitablecandidate for the post of full time Company Secretary willing to join service as per theCompany's terms. Subsequently a full time Company Secretary has joined the service of theCompany with effect from April 01 2019. Re-designation of one Director as ManagingDirector and CFO of the Company was done with effect from May 27 2019. Therefore as ondate the Company is compliant in this matter.

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 asearlier the Company does not have any permanent employees as the scale of its operationsdoes not justify the same. The Directors (other than Independent Directors) supervise theworking 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) inthe preparation of the annual accounts for the financial year ended March 31 2019 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 312019 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 2019 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: 30th May 2019.
Registered Office:
9 Mangoe Lane Kolkata-700001