| The directors hereby present the 29th Annual Report together with
Audited Accounts of the Company for the year ended 31st March, 2015.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
FINANCIAL RESULTS Rs. in Lacs
YEAR ENDED YEAR ENDED
31.03.2015 31.03.2014
Sales for the year 395.33 369.33
Other Income 0.34 242
Total Income 395.67 371.78
Profit before
Financial Expenses,
Preliminary expenses,
Depreciation and
Taxation 9246 82.40
Less: Financial
expenses 8.61 8.83
Operating profit
before Preliminary
expenses, Depreciation
& Taxation 83.85 73.57
Less: Depreciation &
Preliminary
expenses written off 36.88 37.44
Less: Provision
for Taxation Current Year 12.66 10.15
Deferred 2.51 1.04
Earlier Years 0.17 0.16
Profit after
Taxation 31.67 24.78
Add: Charge pursuant
to the adoption
of revised Schedule 1.34 -
Add: Charge on account
of transitional
provisions under AS 15 - -
Add: Balance brought
forward 217.10 192.32
Add: Additional Adjustments 0.04 -
Profit available
for appropriation 247.46 217.10
OPERATIONS
The Company's total income increased to Rs. 395.67 lakhs as compared to
Rs. 371.78 lakhs in the previous year. The Company's profit after tax
is Rs. 31.67 lakhs for the year ended March 31, 2015 as compared to Rs.
24.78 lakhs in the previous year.
DIVIDEND
The Board of Directors of your Company has not recommended any dividend
for the financial year 2014-15.
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 5 (Five) times during the year under review.
The details of Board meetings and the attendance of the Directors are
provided in the Corporate Govern- ance Report which forms part of this
Report. As required, the gap between two Board meetings did not exceed
120 (one hundred and twenty) days.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 30th
July, 2014 reviewed the performance of the Board taking into account
the views of the other Directors and assessed the processes in place
for flow of information between various personnel and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSI-
TION 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.
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.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MAN-
AGEMENT POLICY OF THE COMPANY
The particulars in respect of Risk Management Policy are included in
the Corporate Governance Report, which forms part of this report.
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.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS RE- PORT
A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
Listing Agreement forms part of this Annual Report along with the
required Certificate from the Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement. In compliance with
Corporate Governance requirements as per Clause 49 of the Listing
Agreement, your Company has formulated and implemented a Code of
Business Conduct and Ethics for all Board members and senior management
personnel of the Company, who have affirmed the compliance thereto. As
in the past, your Company continues to follow proper Corporate
Governance policies.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COM-
PANY 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. The emphasis of matter in the Secretarial Audit Report has
been clarified below in this report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has constituted a Nomination and Remuneration Committee as
per provisions of Section 178(1) of the Companies Act, 2013 and has
formulated the Scope of working and policies of the same which are
included in the Corporate Governance Report, which forms part of this
report.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 is annexed as Annexure 1.
RELATED PARTY TRANSACTION:
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of
business. Your Company had not entered into any transactions with
related parties which 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. The details in this respect
are included in the Secretarial Audit Report, which forms part of this
report.
DIRECTORS
During the year under review Shri Suraj Mal Kundalia (DIN 00380855)
resigned from the Directorship of the Company w.e.f. 30th July 2014.
Shri Sanjay Kumar Agarwal (DIN 00928946) was appointed as an
Independent Director (in casual vacancy arising due to resignation of
Shri Suraj Mal Kundalia) w.e.f. 30th July 2014. Further Shri Kumaresh
Lahiri who was due to retire by rotation at the AGM dated 24th
September 2014 but had intimated his desire not to seek re-appointment
was not re-appointed as Director. Shri Sanjay Kumar Agarwal and Shri
Rajendra Lakhotia were duly re-appointed as Independent Director for a
period of 3 (Three) consecutive years at the AGM dated 24th September
2014. In accordance with the provisions of section 152(5) of the
Companies Act, 2013 read with the Articles of Association of the
company, Smt. Sangita Devi Baid is liable to retire by rotation and
being eligible your Board recommends her re-appointment. The manner of
formal annual evaluation by the Board of its own performance and that
of its committees and individual directors is set out in the Corporate
Governance Report. Each of the Independent Directors have given a
declaration to the Company that they meet the criteria of independence
as required under section 149(7) of the Companies Act, 2013 and clause
49 of the Listing Agreement with the Stock Exchanges.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted and
rechristened, wherever needed, in line with the provisions of the
Companies Act, 2013 and Clause 49 of the amended Listing Agreement with
the Stock Exchanges and details of the various commit- tees are given
in the Corporate Governance Report and forms part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Corporate Governance Report, which forms part of
this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture. Cindrella
Financial Services Limited is an Associate Company.
AUDITORS
In terms of the sub-section (2) of section 139 of the Companies Act,
2013 (effective from 01-04-2014) no Listed Company shall appoint or
re-appoint an Auditing Firm as the Auditor for more than two terms of
five consecutive years. Provided that the firm is eligible to be
appointed or re-appointed in the same Company after five years from the
completion of existing term. In pursuance of the above, every listed
Company shall comply with this requirement within a transitional period
of three years from the date of commencement of the Act i.e. 1st April,
2014.
M/s Agarwal Mahesh Kumar & Co., Chartered Accountants, the existing
Auditors, have been appointed with effect from 27th March, 1986, as the
Statutory Auditors of the Com- pany for auditing the annual financial
statements of the Company from the financial year 1986-87 and have
completed the permissible period of two terms of five years each as on
date. The Company would like to comply with the new provision within
said transitional period of three years. In the meantime, the Company
proposed to re-appoint M/s Agarwal Mahesh Kumar & Co., Chartered
Accountants as Statutory Auditors for the financial year 2015-16 as
well.
M/s Agarwal Mahesh Kumar & Co., Chartered Accountants, the Statutory
Auditors of the Company will retire at the conclusion of this Annual
General Meeting and being eligible, they have offered themselves for
re-appointment as Statutory Auditors and have con- firmed that their
re-appointment, if made, would be within the limits prescribed under
section 141 of the Companies Act, 2013. Accordingly, the Board
recommends their reappointment at this AGM.
The notes on account referred to in the Auditor's 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 MECHA-
NISM
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 to carry out the Secretarial Audit under the
provisions of section 204 of the Companies Act, 2013 and the Rules made
there under. The report of the Secretarial Auditor is enclosed to this
report as Annexure B. This report contains emphasis of matter regarding
Key Managerial Personnel. Company's clarification:
The Directors were fulfilling this role and the Company is in the
process of re-designating its Directors accordingly. The Company is not
able to identify a suitable candidate for the post of full time Company
Secretary willing to join service as per the Company's terms. However,
the Company is making sincere efforts towards this end.
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 to this
report. The Company does not have designated KMP as such and the
non-executive Directors supervise the working of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-
INGS AND OUTGO
Your Company remains committed towards maintaining itself as an
energy-efficient and environment friendly enterprise and continues to
work on implementation of various measures regarding the same.
The company earns all its foreign exchange from Darjeeling Tours which
is received in Indian currency by the company.
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 received by its
Internal Complaints Committee, which is responsible for redressal of
complaints related to sexual harassment, and has been constituted
pursuant to the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
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, 2015, 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, 2015 and of the profit or loss of the
Company for the sand 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, 2015 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.
By order and on behalf of the Board.
Registered Office: Smt Sangita Devi Baid
9, Mangoe Lane, Kolkata-700001 Chairman
Dated: The 29th Day of May, 2015.
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