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Directors Report of Cindrella Hotels Ltd.

Mar 31, 2015

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.


Mar 31, 2014

Dear Members,

1. During the year ended 31st March, 2014 the Company has earned Net Profit of Rs.36,13,307.96 (before tax).

2. The directors have pleasure in presenting before you the 28th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

Financial Results: Rs. in Lakhs

Total Income 371.77

Total Expenditure 335.64

Profit before Tax & Extraordinary Items 36.13

Extraordinary Items 0.00

Profit Before Tax 36.13

Provision for Taxation Current Year 10.15

Deferred 1.04

Earlier Years 0.17

Profit after Tax 24.78

Balance B/f from previous year 192.32

Balance transferred to Balance Sheet 217.10

3. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors had met 6 times during the year, i.e. on

Date No. of Directors present

31/05/2013 4 26/07/2013 3

03/10/2013 5

30/10/2013 4

29/01/2014 3

24/03/2014 3

And as required, the gap between two Board meetings did not exceed three calendar months. the Agenda for the Board meetings containing relevant information/supporting data, as required, are distributed well in advance to all the Board members from time to time in a structured manner to enable the Boardto take informed decisions.

4. There is no qualification, reservation, adverse remark or disclaimer in the audit report as provided by the auditor and thus clean report has been furnished.

5. The company has not given any loans, guarantees or investments provided under section 186.

The disclosure required as per sub section (1) of section 188 for related party transaction is attached as per annexure to & forming part of para 7(b) of corporate governance report.

6. RELATED PARTY TRANSACTION:

The disclosure required as per sub section (1) of section 188 for related party transaction is attached as per annexure to & forming part of para 7(b) of corporate governance report.

7. OPERATIONS:

Your company was able to expand and increase the volume of the business during Financial Year 2013-2014 and expect further growth in near future.

8. FUTURE PROSPECTS:

The outlook of the Company for the year 2013-2014 is good and your directors look forward towards achieving much better financial results in the Financial Year 2014-15.

9. There is no amount proposed to carry to any reserves this year.

10. DIVIDEND:

Yours directors do not recommend any dividend for the year 2013-14 keeping in view the quantum of profits earned by the Company.

11. MATERIAL CHANGES AND COMMITMENTS:

No such material changes and commitments have been done which would affect the financial position of the company.

12. CONSERVATION OF ENERGY:

Cindrella Hotels continues to work on the development and conservation of energy mainly through use of energy-efficient and environmentally friendly technologies of lighting such as LED.

Right now, LEDs are one of the most energy-efficient and environmentally friendly technologies available to consumers. According to the U.S.Department of Energy, LED bulbs offer similar light quality to traditional incandescents, but last 25 times as long and use even less energy than CFLs.

In addition, incandescent bulbs and CFLs get hot, which means they heat up rooms. LEDs, on the other hand, usually have a built in mechanism to prevent this heat build-up. Furthermore, LED systems aren''t as sensitive to on-off cycling, which makes them perfect for motion sensors, outdoor lights, and dimmers. Perhaps their biggest advantage is that they are mercury-free and do not require special handling if they break or wear out. While LEDs cost more than incandescent and CFLs, they still save money by lasting longer and consuming less energy.

13. FOREIGN EXCHANGE EARNINGS:

The company earns all its foreign exchange from Darjeeling Tours which is received in Indian currency by the company.

14. CORPORATE GOVERANCE:

As a listed company, necessary measures are being taken to comply with the listing agreement with the Stock Ex- change. A report on Corporate Governance along with the Certificate of Compliance from the Auditors, forms part of this Annual Report.

15. DIRECTORS:

In terms of Articles of Association of the company read with section 152 (5) of the Companies Act, 2013, Sri Kumaresh Lahiri is liable to retire by rotation. However, Sri Kumaresh Lahiri has not offered himself for re-appointment at the forthcoming AGM citing personal reasons. The Board of Directors expresses and places on record for the members their sincere for the services rendered by Sri Kumaresh Lahiri during his tenure as Director.

In terms of section 149(4) of the Companies Act, 2013, every listed company shall have at least one third of the total number of directors as independent directors.

In view of the above provisions Sri Rajendra Lakhotia who is already a director of the company and meets criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges is proposed to be appointed as Independent Director. The Board is searching for suitable persons for appointment as independent director(s) to meet the requirements of the Companies Act, 2013 and clause 49 of the Listing Agreement.

16. LISTING:

The Shares of the Company are presently listed on the Mumbai and Calcutta Stock Exchanges. The listing fee for the financial year 2014-15 in respect of Mumbai Stock Exchange and Calcutta Stock Exchange has been paid in the month of April, 2014.

17. DEPOSITS:

Your Company has not accepted any deposit from the public.

18. AUDITORS:

M/s Agarwal Mahesh Kumar & Co., Chartered Accountants, the auditors of company who retire at the forthcoming AGM, being eligible has offered themselves for reappointment.

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.

19. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate received from Mr. Somnath Ganguly, Practicing Company Secretary forms part of and is annexed to this Report.

20. PERSONNEL:

During the year under review, no employee of your company was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or part thereof. Hence particulars of employees as per section 134 of the Companies Act, 2013 are not required to be furnished.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

It is further stated, that

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. your 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 at the end of the financial year and of the profit & loss of the company for that period;

iii. your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. your directors had prepared the annual accounts on a going concern basis.

v. your directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. your directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and 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 ren- dered by the employees at all levels.

By order and on behalf of the Board.

Dated: 29.05.2014 Registered Office: (Smt. Sangita Devi Baid) 9, Mangoe Lane, Kolkata-700001 Chairman


Mar 31, 2013

The directors have pleasure in presenting before you the 27th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

Financial Results: Rs. in Lakhs

Total Income 343.06

Total Expenditure 308.46

Profit before, Tax & Extraordinary Items 34.60

Extraordinary Items 0.23

Profit Before Tax 34.83

Provision for Taxation Current Year 10.74

Deferred (0.09)

Earlier Years 1.66

Profit after Tax 22.52

Balance B/f from previous year 169.80

Balance transferred to Balance Sheet 192.32

OPERATIONS:

Your company was able to expand and increase the volume of the business during Financial Year 2012- 2013 and expect further growth in near future.

FUTURE PROSPECTS:

The outlook of the Company for the year 2012-2013 is good and your directors look forward towards achieving much better financial results in the Financial Year 2013-14..

PROJECTS:

The development work for the resort is in process in the current financial year also.

DIVIDEND:

Yours directors do not recommend any dividend for the year 2012-13 keeping in view the new projects and the quantum of profits earned by the Company.

CORPORATE GOVERANCE:

As a listed company, necessary measures are being taken to comply with the listing agreement with the Stock Exchange. A report on Corporate Governance along with the Certificate of Compliance from the Auditors, forms part of this Annual Report.

DIRECTORS:

In terms of Articles of Association of the company read with section 255 of the Companies Act, 1956, Sri Kumaresh Lahiri retires by rotation and being eligible offers himself for re-appointment at the forthcoming AGM.

LISTING:

The Shares of the Company are presently listed on the Mumbai and Calcutta Stock Exchanges. The listing feeforthe year 20*13-14 in respect of Mumbai Stock Exchange has been paid in the month of April, 2013. The Listing fee in respect of Calcutta Stock Exchange will be paid shortly.

DEPOSITS:

Your Company has not accepted any deposit from the public.

AUDITORS:

M/s Agarwal Mahesh Kumar & Co., Chartered Accountants, the auditors of company who retire at the forthcoming AGM, being eligible has offered themselves for reappointment. 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. 217(3) of the Companies Act, 1955

SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate received from Mr. Somnath Ganguly, Practicing Company Secretary forms part of and is annexed to this Report.

PERSONNEL:

No employee of your company was in receipt of remuneration exceeding Rs. 24,00,000/-per annum or Rs. 2,00,000/-per month or part thereof. Hence particulars of employees as persection217(2A) of the Companies Act, 1956 are not required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT:

It is further stated, that

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation reiating to material departures:

ii. your 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 at the end of the financial year and of the profit & loss of the company for that period;

iii. your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. your directors had prepared the annual accounts on a going concern basis.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS RULES, 1988).

In accordance with the requirements of the above rules, the particulars in respect of conservation of energy, research and development, technology, absorption are not applicable to the company.

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 apprecia- tion of the services rendered by the employees at all levels.

By order and on behalf of the Board.

Dated: 31.05.2013

Registered Office: ( Smt. Sangita Devi Baid )

9, Mangoe Lane,

Kolkata-700001 Chairman


Mar 31, 2010

The directors have immense pleasure in presenting the 24th Annual Report together with Audited Accounts of the Company for the Year ended 31st March, 2010.

Financial Results: Rs. in Lakhs

Total Income 324.16

Total Expenditure 299.55

Profit before Tax 24.60

Provision for Taxation - Current Year 8.89

Deferred 0.49

Provision for FBT 0.00

Profit after Tax 16.21

Balance transferred to Balance Sheet 127.60

OPERATIONS:

Your company was able to expand and increase the volume of the business during Financial Year 2009-2010 and expect further growth in near future.

FUTURE PROSPECTS:

The outlook of the Company for the year 2009-10 is good and your directors looks forward to achieving good financial results in the Financial Year. 2010-11.

PROJECTS:

Tourism is the second largest industry in the World and your company had taken possession of 24 acres of Land at Chalsa, and development work for a Resort has already started.

DIVIDEND:

Yours directors do not recommend any dividend for the year 2009-2010 keeping in view the new projects and the quantum of profits earning by the Company.

CORPORATE GOVERANCE:

As a listed company, necessary measures are being taken to comply with the listing agreement with the Stock Exchange. A report on Corporate Governance along with the Certificate of Compliance from the Auditors, forms part of this Annual Report.

DIRECTORS:

In terms of Articles of Association of the company read with section 255 of the Companies Act, 1956, Sri Kumaresh Lahiri retires by rotation and being eligible offers herself for re-appointment.

LISTING:

The Shares of the Company are presently listed on the Mumbai and Calcutta Stock Exchange. The listing fee for the year 2010-11 in respect of Calcutta Stock Exchange have been paid in the month of May, 2010 and in respect of Mumbai Stock Exchange in the month of April, 2010.

DEPOSITS:

Your Company has not accepted any deposit from the public.

AUDITORS:

M/S Agarwal Mahesh Kumar & Co., Chartered Accountants, the auditors of company retires and being eligible offers them for reappointment.

The notes on account referred to in the Auditors Report are self explanatory and therefore do not call for any further comments u/s. 217(3) of the Companies Act, 1956.

PERSONNEL:

None of the employees of your company were receiving remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or part thereof. Hence no particulars of the employees as per section 217(2A) of the Companies Act, 1956 need to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT:

It is further stated, that

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. your 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 at the end of the financial year and of the profit & loss of the company for that period;

iii. your directors had taken proper and sufficient care for the maintenance of adequate ac counting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. your directors had prepared the annual accounts on a going concern basis.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS RULES, 1988).

In accordance with the requirements of the above rules, the particulars in respect of conservation of energy, research and development, technology, absorption are not applicable to the company.

ACKNOWLEDGEMENT:

Your Directors acknowledge the co-operation extended by the various Government Authorities, Bank- ers, 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. Dated: The 29th Day of May, 2010.

Registered Office: (R. K. Baid) 9, Mangoe Lane, Kolkata-700001 Chairman

 
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