To
The Members
Your directors hereby present the 29thAnnual Report together with Audited
Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
|
|
(Rs. in Lakhs) |
| PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
| Revenue from operations |
6.43 |
8.54 |
| Other Income |
101.71 |
14.84 |
| Total Revenue from operations |
108.14 |
23.38 |
| Profit/(Loss) before Financial Expenses, Depreciation |
93.33 |
14.49 |
| and Taxation |
|
|
| Less: Financial expenses |
- |
- |
| Operating profit/(loss) before Depreciation & Taxation |
93.33 |
14.49 |
| Less: Depreciation & Amortisation expenses |
0.00 |
0.14 |
| Profit before Tax |
93.33 |
14.35 |
| Current tax |
18.48 |
2.51 |
| Less: Tax expenses |
|
|
| Deferred Tax Assets (Net) |
(2.35) |
(0.04) |
| Profit after Taxation |
77.20 |
11.88 |
FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED)
|
|
(Rs.in Lakhs) |
| PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
| Sales for the year |
6.43 |
8.54 |
| Other Income |
101.71 |
14.84 |
| Total Income |
108.14 |
23.38 |
| Profit before Financial Expenses, Depreciation and |
93.33 |
14.49 |
| Taxation |
|
|
| Less: Financial expenses |
- |
- |
| Operating profit before Depreciation & Taxation |
93.33 |
14.49 |
| Less: Depreciation & Amortisation expenses |
0.00 |
0.14 |
| Profit before Tax |
93.33 |
14.35 |
| Current tax |
18.48 |
0.72 |
| Less: Tax expenses |
|
|
| Deferred Tax Assets (Net) |
(2.35) |
(0.04) |
| Profit / (Loss) after Taxation |
77.20 |
11.88 |
| Add: Share of net Profit / (Loss) from associate |
80.06 |
11.43 |
| Profit / (Loss) for the period |
157.26 |
23.31 |
OPERATIONS
Standalone:
The Companys total revenue is Rs. 108.14 lacs for the year ended March 31, 2023 as
compared to Rs. 23.38 lacs for the year ended March 31, 2022.
Consolidated:
After addition of share of current years profit of the associate company Cindrella
Hotels Ltd, your company has reported total profit of Rs. 157.26 lacs for the period under
review.
DIVIDEND
The Board of Directors of your Company has not recommended any dividend for the
financial year 2022-23.
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 was
no 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 |
| 23/05/2022 |
4 |
| 12/08/2022 |
4 |
| 14/11/2022 |
4 |
| 13/02/2023 |
4 |
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on 12thAugust,
2022 and 13thFebruary, 2023 and reviewed the performance of the Board and
assessed the processes in place for flow of information between various personnel and the
Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
There was no loan, guarantee or investment made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
RELATED PARTY TRANSACTION:
All the related party transactions entered into during the financial year were at arms
length basis and were in the ordinary course of business. There is no conflict of interest
and none of these transactions have any possibility of being detrimental to the interests
of the Company. Your Company had not entered into any transactions with related parties
which are specified under clauses (a) to (g) of Section 188(1) of the Companies Act, 2013
or could be considered material in terms of Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section
134(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 COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the requirements
regarding Risk Management Committee/ Policy do not apply to your Company. However, the
Directors oversee these matters.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Your Company has not developed and implemented any Corporate Social Responsibility
initiatives 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 Annual
Report.
As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the requirements
regarding disclosures with respect to Corporate Governance and the Declaration signed by
the chief executive officer stating that the members of board of directors and senior
management personnel have affirmed compliance with the code of conduct of board of
directors and senior management and the Compliance certificate from either the auditors or
practicing company secretaries regarding compliance of conditions of corporate governance
to be annexed with the directors report do not apply to your Company. However, a separate
report on Corporate Governance is furnished pursuant to the Companys 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 OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the Statutory
Auditors and/or the Secretarial Auditor in their respective reports.
COMPANYfS POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF
THEIR DUTIES
The Nomination and Remuneration Committee of the Company constituted as per provisions
of Section 178(1) of the Companies Act, 2013 oversees matters relating to the same.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with 134(3)(a) of the Companies Act, 2013 and proviso to
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
as on 31st March 2023 is available at the Companys website at
http://cindrellafinancialservicesltd.com/CFSL_MGT_7_23.pdf
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, in accordance with the provisions of section 152(5)of the
Companies Act, 2013 read with the Articles of Association of the company, Shri Vivek Baid
(DIN 00437542) is liable to retire by rotation and being eligible has offered himself for
re-appointment. Shri Sanjay Kumar Agarwal (DIN 00928946) shall continue in office as
Non-executive Independent Director on the Board of the Company, not liable to retire by
rotation, for a second term of five consecutive years up to September 24, 2024 or up to
the date of AGM to be held for the year 2024. Shri Anup Kumar Bhattacharya (DIN 08207103)
shall continue in office as Non-executive Independent Director on the Board of the
Company, not liable to retire by rotation, for an initial term of five consecutive years
up to September 24, 2024 or up to the date of AGM to be held for the year 2024. Smt.
Sangita Devi Baid (DIN 00359298) continues to hold office as Managing Director of the
Company up to July 19 2025, on which date she is to retire upon attaining the age of 75
(seventy-five) years.
As per Regulation 15(2) of Chapter IV of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions
regarding the composition of the Board of Directors and the constitution and composition
of various Committees of the Board inter alia shall not apply to your Company. However,
the Company is in compliance of the provisions. Existing Committees of the Board remain as
they are in compliance with the provisions of the Companies Act, 2013.
The Independent Directors have given declarations to the Company regarding fulfillment
of criteria of independence as required 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 companys policy on directors appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section 178 and those
indicating the manner in which formal annual evaluation has been made by the Board of its
own performance and that of its committees and individual directors and details of the
various committees of the Board are given in the Corporate Governance Report and forms
part of this report. None of the Directors are in receipt of any remuneration from the
Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The companys internal control systems are commensurate with the nature of its business
and the operations.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries and Joint Ventures. Cindrella Hotels Limited
is an Associate Company.
AUDITORS
The Statutory Auditors of the Company M/s Agarwal Mahesh Kumar & Co., Chartered
Accountants (FRN: 319154E) who were appointed at the AGM held in 2022 for a term of 5
years to hold office up to the conclusion of the Annual General Meeting for the year ended
31.03.2027 shall continue in office as Statutory Auditors of the Company. The notes on
account referred to in the Auditors Report are self explanatory and therefore 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 Governance
Report, which forms part of this report.
SECRETARIAL AUDITOR
The Board has appointed Sri Somnath Ganguly, Company Secretary in Whole-time Practice
under the provisions of section 204 of the Companies Act, 2013 and the Rules made
thereunder to carry out the Secretarial Audit for the year ended 31st March,
2023. 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 in receipt of the remuneration which is in excess of the limits
as specified in the regulation. Disclosures pertaining to remuneration and other details
as 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
The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to our
Company. 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 the
following 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 under
any scheme and ESOS referred to in this Report.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Directors further state that during the year under review, there were no
complaints 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, with
respect to the Directors
Responsibilities Statement, it is hereby confirmed that; i) in the preparation of the
annual accounts for the financial year ended March 31, 2023, the applicable Accounting
Standards have been followed along with proper explanations relating to material
departures; ii) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit or loss of the Company for the said period; iii) that the directors had
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; iv) the
directors had prepared the annual accounts for the financial year ended March 31, 2023 on
a "going concern" basis; v) they have laid down internal financial controls in
the company that are adequate and were operating effectively and vi) they have devised
proper systems to ensure compliance with the provisions of all applicable laws and these
are adequate and are operating effectively.
ACKNOWLEDGEMENT:
Your Directors acknowledge the co-operation extended by the various Government
Authorities, Bankers, Business Associates, Members and Guests. Your Directors also place
on record their sincere appreciation of the services rendered by the employees at all
levels.
|
For & on behalf of the Board |
|
Smt Sangita Devi Baid |
|
Managing Director |
|
(DIN 00359298) |
|
Sri Vivek Baid |
|
Director |
|
(DIN-00437542) |
| Place: Siliguri |
|
| Dated: 16th August 2023. |
|
| Registered Office: |
|
| 9, Mangoe Lane, 3rd Floor, Kolkata-700001. |
|
+91-9892691696
