Shree Rang Mark Travels Ltd Directors Report

Dear Shareholders,

Your Directors with pleasure present herewith the Annual Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULT

PARTICULARS		(Amount in Rupees)
	2013-2014	2012-2013
Total Income	24,78,840.24	19,22,914.00
Total Expenses
(Including Depreciation & Amortisation)	21,73,789.30	18,76,626.00
Depreciation & Amortisation	4,16,007.00	6,19,343.00
Profit / (Loss) before Tax	3,05,050.00	46,288.00
Current Tax	1,00,899.00	478.00
Provision for Tax	-	3,01,293.00
Profit / (Loss) after Tax	2,04,151.00	(2,55,482.00)
Proposed Dividend	50,000.00	0.00

RESULTS OF OPERATIONS

During the year under review, your Company registered turnover of Rs. 24,78,840.24 and profit after tax was Rs. 2,04,151.00 as against the previous year turnover of Rs.19,22,914.00 and loss of Rs.2,55,482.00.The turnover of the Company increased by 28.91% during the year ended March, 2014.

Your Directors propose to transfer Rs. 1,45,653.00 to General Reserves out of the current year profits of the company. After considering all necessary adjustment, the total reserve stands at Rs. 78,714.73 at the end of the current year as against (Rs.66,938.00) in the previous year.

DIVIDEND

Based on the Companys performance, the Directors are pleased to recommend for approval of the members dividend of Rs. 0.007567/- per share for the financial year 2013-14 on the capital of 66,07,400 Equity Shares of Rs.5/- each. The dividend on the equity shares, if approved by the members would involve a cash outflow of Rs. 58,498.00 (including Corporate Dividend Tax).

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

COMPANY PERFORMANCE

The Company has performed profitably this year. The future prospect looks good and the Company is expected to perform well.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:-

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departure;

2. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period;

3. 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has always believed that a good corporate Governance Practice would ensure efficient conduct of the affairs of the Company and that will encourage the Company to achieve its goal. The Board has always followed the principal of good governance and emphasis on transparency, integrity and accountability. We strongly believe that good governance is voluntary, self-disciplining with the strongest impetus coming from Directors and the management itself. Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS

MS. SNIGDHA CHAKRABORTI is liable to retire by rotation and being eligible offers herself for re-appointment.

MR. S. N. DAS and MR. NARESH CHANDRA GUPTA have resigned as Directors of the company on 27^ February, 2014. Your Directors wish to place on record the appreciation for their valuable advices made during the tenure of their association with the Company.

MR RUPAM DAS (Independent), MR SANJAY MUKHERJEE (Independent) have been appointed as Additional Director of the Company w.e.f. 27^ February, 2014 to hold office upto the forth coming Annual General Meeting.

MR. PARTHA DUTTA(Non-Executive) has been appointed as Additional Director of the Company w.e.f. 17th June, 2014. All these new Directors will hold office upto the forthcoming Annual General Meeting of the Company.

The company has received notices from shareholders for appointment of MR. RUPAM DAS as Non-Executive Director, MR. SANJOY MUKHERJEE as Non-Executive, Independent Director and MR. PARTHA DUTTA as Non-Executive, Independent Director respectively. Requisite approval in the regard is being sought at the forthcoming Annual General Meeting of the company.

BORROWINGS

During the year under review, no borrowings has been made by the Company. However, earlier the Company had sought shareholders approval for borrowings to the tune of Rs.150 Crores and no borrowings has been made as yet.As the provisions of Section 180 of the Companies Act, 2013 effective from 12^ September, 2013 requires that consent of the Company accorded by way of a special resolution is required to borrow money in excess of the Companys paid up share capital and free reserves. Further, as per the clarification issued by the Ministry of Corporate Affairs, approval granted by the shareholders by way of an ordinary resolution shall be valid for one year from the date Section 180 became effective. Thus, the approval granted by members is valid upto 11^ September, 2014.

AUDITORS

M/s. B.K. Sen & Associates, Chartered Accountants(Registration No.: 316103E), KOLKATA Statutory Auditors of the Company, appointed by the Board of Directors at its meeting held on 2ⁿ May, 2014, due to casual vacancy caused by resignation of the erstwhile Statutory Auditors M/s. P Mukherjee & Co., Chartered Accountants (Registration No.:304143E) to hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for appointment.

The Company has received letters from M/s. B.K. Sen & Associates, Chartered Accountants that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

AUDITORS REPORT

Auditors comment in their report are self explanatory and therefore do not call for any further clarification.

COMPLIANCE CERTIFICATE

Compliance certificate pursuant to Section 3 83A of the Companies Act, 1956 for the financial year ended March 31, 2014 is attached.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy

Nil

B. Technology Absorption

The company has not incurred any expenditure of either capital or revenue nature on Research & Development.

C. Foreign Exchange Earnings and Out-Go

The Company has not earned any foreign exchange income or incurred any foreign exchange outgo during the financial year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended by the investors, customers, Banks, Government Authorities, Registrars and share transferagents for their support. The Directors also appreciate and value the contribution made by the Employees of your Company at all levels.

	On behalf of the Board of Directors
	SNIGDHA CHAKRABORTI
Place: KOLKATA	DIRECTOR
Date: 01st September, 2014	(DIN No. - 05330215)