Your directors hereby present the 35thAnnual Report together with Audited Accounts ofthe Company for the year ended 31st March 2021.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
| || ||Rs. in Lacs |
|FINANCIAL RESULTS ||YEAR ENDED 31.03.2021 ||YEAR ENDED 31.03.2020 |
|Revenue from operations ||248.20 ||479.01 |
|Other Income ||11.32 ||15.17 |
|Total Revenue from operations ||259.52 ||494.18 |
|Profit before Financial Expenses Depreciation and Taxation ||11.10 ||95.18 |
|Add: Exceptional Item ||0.00 ||136.12 |
|Profit after Exceptional Item ||11.10 ||231.30 |
|Less: Financial expenses ||8.15 ||2.92 |
|Operating profit before Depreciation & Taxation ||2.95 ||228.38 |
|Less: Depreciation ||85.11 ||66.05 |
|Current Year ||0 ||12.27 |
|Less: Tax expenses || || |
|Deferred Tax Assets (Net) ||(2.53) ||(0.99) |
|Profit after Taxation ||(79.63) ||151.05 |
The Company's total revenue is Rs. 259.52 lacs for the year ended March 31 2021 asagainst Rs. 494.18 lacs for the year ended March 31 2020. The Company's total loss aftertax is Rs. (79.63)lacs for the year ended March 31 2021 as compared to the profit of Rs.151.05 lacs (which includes an exceptional item of Rs. 136.12 lacs being profit fromtransfer of leasehold rights)for the year ended March 31 2020.
The Board of Directors of your Company has not considered any dividend for thefinancial year 2020-21.
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 during the year under review as follows:
|Date ||No. of Directors present |
|30/07/2020 ||4 |
|13/11/2020 ||4 |
|14/02/2021 ||4 |
The gaps between the Board meetings did not exceed the stipulated periods.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 30thJuly 2020 and13thNovember 2020 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
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 CHANGESAND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT
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/ Policydo 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 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 separatereport on Corporate Governance is furnished pursuant to the Company's desire to continueto 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.
COMPANYfS POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OF
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
The web link of annual return has been disclosed below pursuant to section 92(3) of theCompanies Act 2013 and proviso to rule 12(1) of the Companies (Management andAdministration) Rules 2014. The extract of the Annual Return in MGT 9 is also beingattached with the Board's Report as Annexure 1. http://www.cindrellahotelsltd.com
During the year under review in accordance with the provisions of section 152(5)of theCompanies Act 2013 read with the Articles of Association of the company Smt. SangitaDevi Baid is liable to retire by rotation and being eligible has offered herself forre-appointment. Shri Rajendra Lakhotia and Shri Sanjay Kumar Agarwal shall continue inoffice as Non-executive Independent Directorson the Board of the Company not liable toretire by rotation for a second term of five consecutive years up to September 24 2024or up to the date of AGM to be held for the year 2024. Shri Vivek Baid (DIN 00437542)shall continue in office as Managing Director of the Company for a period of 5 (five)years his appointment being effective from December 15 2018. As per Regulation 15(2) ofChapter IV of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the provisions regarding the composition ofthe Board of Directors and the constitution and composition of various Committees of theBoard inter alia do not apply to your Company. However the Company is in compliance ofthe provisions. Existing Committees of the Board remain as they are in compliance with theprovisions of the Companies Act 2013. The Independent Directors have given declarationsto 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 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 Associates Subsidiaries and Joint Ventures.
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 upto 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.
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 2021. Thereport 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 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 with this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company remains committed to increasing energy-efficiency and environmentconservation and protection and strives to implement power saving and emission controlmeasures in all spheres of activity. There was no foreign exchange inflow or Outflowduring the year under review.
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 equityshares 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 2021 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 312021 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 2021 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 |
| ||Managing Director |
| ||(DIN-00437542) |
|Place: Siliguri || |
|Dated: 19thAugust 2021. || |
|Registered Office: || |
|9 Mangoe Lane Kolkata-700001. || |