Cindrella Financial Services Ltd Directors Report

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (CONSOLIDATED)

(Rs.in Lakhs)

OPERATIONS

Standalone:

The Company’s total revenue is Rs. 33.20 lacs for the year ended March 31, 2024 as compared to Rs. 108.14 lacs for the year ended March 31, 2023.

Consolidated:

After addition of share of current year’s profit of the associate company Cindrella Hotels Ltd, your company has reported total profit of Rs. 35.99 lacs for the period under review.

DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 2023-24.

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:

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 14^thAugust, 2023 and 13^thFebruary, 2024 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 arm’s 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 Company’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 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.

COMPANY’S 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 31^st March 2024 is available at the Company’s website at http://cindrellafinancialservicesltd.com

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 Anup Kumar Bhattacharya (DIN 08207103) and Shri Sanjay Kumar Agarwal (DIN 00928946) shall retire from office as Non-executive Independent Directors on the Board of the Company on the date of AGM to be held for the year 2024. Shri Anup Kumar Bhattacharya (DIN 08207103), who was appointed as Non-executive Independent Director of the Company by the members for a term up to September 24, 2024 or up to the date of AGM to be held for the year 2024, who being eligible for re-appointment for a second term and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Non-executive Independent Director of the Company, not liable to retire by rotation, is proposed for reappointment for a second term of five consecutive years from September 28, 2024 up to September 27, 2029 or up to the date of AGM to be held for the year 2029, whichever is later. Due to the retirement of Shri Sanjay Kumar Agarwal (DIN 00928946) , Shri Sunil Choraria (DIN 00015449) in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Non-executive Independent Director of the Company, not liable to retire by rotation, is proposed for appointment as Non-executive Independent Director of the Company for an initial term of five consecutive years from September 28, 2024 up to September 27, 2029 or up to the date of AGM to be held for the year 2029, whichever is later, in order to maintain the proportion of independent directors on the Board of Directors of the Company. 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 company’s 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 company’s 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 31^st March, 2024. 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 Company’s 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, 2024, 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, 2024 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, 2024 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.