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Directors Report of Shree Rang Mark Travels Ltd.

Mar 31, 2014

Dear Members,

The 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 (IncludingDepreciation& 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 Company''s 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 madejudgements 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 safe guarding 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 27th 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 Copmpany w.e.f. 27th 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 Copmpany 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 12th September, 2013 requires that consent of the Company accorded by way of a special resolution is required to borrow money in excess of the Company''s 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 11th 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 2nd 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 383A of the Companies Act, 1956 for the financial year ended March 31,2014is 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 transfer agents 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)


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results:

(Amount in Rs.)

2012-13 2011-12

Total Income 1922914 0

Total Expenses 1257283 156911

Depreciation and amortization 619343 363957

Profit / (Loss) before Tax 46288 (520868)

Provision for Tax 301293 0

Profit / (Loss) after tax (255482) (520868)

Business Overview:

During the year, the Company has registered a turnover of Rs. 19,22,914.00 corresponding NIL to previous year. The Net profit during the year was Rs 46,288 corresponding to Loss of Rs. 5,20,868 in last year. The initiative taken in the current year will reflect result in years to come. Your Directors are making all the efforts for better performance in years to come. The same will be reflected over the years.

Dividend:

The Company does not have any distributable surplus during the year. The Board accordingly does not recommend any dividend.

Shifting of registered office:

The application for shifting of registered office is under process with the appropriate authority.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, the Directors confirm that:

1 in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have 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 for the year 2012-13.

3. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

Fixed Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Corporate Governance:

Your Company has always believe 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 it self. Directors and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Directors:

Mr. Afzal Hussain is the existing director of the company, will retire by rotation and being eligible for reappointment.

Ms. Snigdha Chakraborti was appointed as additional Director with effect from 22nd May, 2013 in accordance with the Articles of Association of the company and Section 260 of the Company Act, 1956. Ms. Snigdha Chakraborti will continue to hold office only up to the date of the forthcoming Annual General Meeting (AGM) and a Notice under Section 257 of the Act has been received from a member signifying his intention to propose

Ms. Snigdha Chakraborti’s appointment as a Director.

Ms. Sayanti Sen was Director of the Company since 04 July, 2012. Ms. Sayanti Sen resigned with effect from

12 June 2013. Your Directors wish to place on record the appreciation for her valuable advices during the tenure of her association with the Company.

Auditors:

M/s P. Mukherjee & Co, Chartered Accountants, Kolkata, Statutory Auditors of the Company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The Company has received their consent letter under Section 224(1B) of the Company Act, 1956.

Auditors’ Report:

The observations of Auditors in their report and notes attached to the accounts, are self explanatory and do not require any further explanation.

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 or incurred any foreign exchange outgo during the financial year.

Compliance Certificate:

Compliance certificate pursuant to Section 383A of the Companies Act, 1956 for the financial year ended March 31, 2013 is attached.

Acknowledgement:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co- operation extended by the investors, customers, Banks, Government Authorities, Registrars and share transfer agents for their support. The Directors also appreciate and value the contribution made by the Employees of your Company at all levels. For and on behalf of the Board of Directors

Dated: 28/08/2013 Naresh Chandra Gupta Shibnarayan Das

Place: Kolkata Director Director


Mar 31, 2012

To, The Members

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2012.

Takeover and change in management and control:

Mr. Shibnarayan Das acquired 1628600 equity shares constituting 24.65% of paid up share capital of Shree Rang Mark Travels Ltd. (SRMTL/the Company) and acquired further 60000 equity shares (0.91 %) in March 2012, which triggered open offer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 [SEBI(S AST) 2011]. Mr. Das further acquired 60 shares after the date of public announcement and also entered into a Share Purchase Agreement (SPA) on March 07,2012 with the erstwhile promoters of SRMTL for purchase of 1847060 equity shares constituting 27.95% of paid up share capital of Company and upon completion of the open offer received further 407000 equiry shares of the Company. Accordingly the present shareholding of Mr. Das in SRMTL is 3942720 constituting 59.67% of the paid up share capital of the Company.

On completion of the Open Offer formalities, Mr. Das has taken over the management of Company in June 2012.

Financial Results: (Amount in Rs.) 2011-12 2010-11

Total Income 0 0

Total Expenses 156911 79500

Depreciation and amortization 363957 88622

(Loss) before Tax (520868) (168122)

Provision for Tax 0 0

(Loss) after tax (520868) (168122)



Business Overview:

During the year the Company could not carry out any business activity. Your Directors are making all their efforts and are confident in the abilities of the Management and look forward for better avenues during the coming years to improve performance of the Company in coming years.

Dividend:

The Company does not have any distributable surplus during the year. The Board accordingly does not recommend any dividend.

Share capital:

The Authorised Capital of the Company has been, increased from Rs. 3,50,00,000 divided into 70,00,000 equity shares of Rs. 5 each to Rs. 20,00,00,000 divided into 4,00,00,000 equity shares of Rs. 5 each as per shareholders resolution passed by way of postal ballot, result of which was declared on September 25, 2012.

Shifting of registered office:

The shareholders approved shifting of registered office from Ahmedabad in the State of Gujarat to Kolkata in the state of West Bengal by a special resolution passed by way of postal ballot, result of which was declared on September 25, 2012. The Company is in process of further formalities regarding petition to Regional Director for shifting of registered office to another state.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2 A A) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently, and have 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 for the year 2011-12.

3. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.

Listing of shares:

The Company's shares continues to remain listed with Bombay Stock Exchange, Ahmedabad Stock Exchange and Vadodara Stock Exchange. The shares are actively traded in the exchanges.

Fixed Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

Corporate Governance:

It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent practices. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report, Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Directors:

On completion of the Open Offer formalities, Mr. Das has taken over the management of Company in June 2012 and reconstituted the Board of directors of the Company.

Mr. Mayur M Shinde and Mr. Vaibhav Malsane Govind resigned as directors of the Company on June 28, 2012 and Mr Vikas S Malekar resigned as director on July 5, 2012. The Board places on record its sincere appreciation for the services rendered by them during their tenure as directors of the Company. Consequent to his resignation, Mr. Vikas S Malekar also ceased to the Chairman of the Company with effect from July 5, 2012.

Mr. Shib Narayan Das, (Promoter - Non Independent), Mr. Naresh Chandra Gupta (Independent) and Mr. Afzal Hussain (Independent) has been appointed as additional directors of the Company w.e.f. June 28, 2012 and Ms. Sayanti Sen has been appointed as additional director of the Company w.e.f. July 04, 2012. All these new directors hold office up to the next Annual General Meeting of the Company. The Company has received notices from one shareholder for appointing all the above persons as directors of the Company. Requisite approval in this regard is being sought at the forthcoming Annual General Meeting of the Company.

Auditors:

The Company has initiated the process of shifting its registered office from Ahmedabad in the state of Gujarat to Kolkata in the State of West Bengal. M/s Soumitra Mukerjee & Co, Chartered Accountants, the existing Statutory Auditors of the Company does not have any office in Kolkata. Accordingly, M/s Soumitra Mukerjee & Co, Chartered Accountants, has expressed their unwillingness to be re-appointed at the conclusion of the ensuing Annual General Meeting. The Company has received a special notice from a shareholder of the Company, in terms of the provisions of the Companies Act, 1956, signifying the intention to propose the appointment of M/s. P Mukherjee & Co., Chaptered Accountants, Kolkata as the Statutory Auditors of Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. P Mukheijee & Co have also expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

Auditors' Report:

The observations of Auditors in their report and notes attached to the accounts, are self explanatory and do not require any further explanation.

Particulars of Employees under Section 217(2A):

The provisions of section 217(2 A) 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 of revenue nature on Research & Development.

C. Foreign Exchange Earnings and Out-Go

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

Compliance Certificate:

Compliance certificate pursuant to Section 383A of the Companies Act, 1956 for the financial year ended March 31, 2012 received from M/s R.M. Mimani & Associates, Company Secretaries are made a part of the Annual Report.

Acknowledgement:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all the people concerned during the year under report.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Place: Kolkata Shib Narayan Das Afzal Hussain

Dated: 22.09.2012 Director Director


Mar 31, 2009

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2009.

FINANCIAL MATTERS:

March 2009 March 2008

Total Income 518357 0

Total Expenses 130871 5000

Profit Before Depreciation & Tax 387486 -5000

Depreciation 105621 0

Provision for Tax 50000 0

Profit / Loss AfterTax 231865 5000

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. The financial statements are prepared in accordance with the applicable Accounting Standards and the provisions of the Companies Act, 1956 with proper explanation relating to material departures, if any.

2. The Accounting policies as required have been followed by the Company .and the judgments & estimates that are reasonable and prudent have been made so as to reflect a "true and fair view" of the financial statements of the Company at the end of the financial year and of the Profit of the Company for the year ended on that date.

3. The financial statements have been prepared on a going concern basis.

4. The Directors had taken proper & sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities.

DIVIDEND

To augment the. resources, your Directors do not recommend the dividend.

DIRECTORS

Mrs. Rajul S. Upadhyay, Director of the company is retiring by rotation and being eligible, offer himself for reappointment, Board recommences his reappointment.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under.

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.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

AUDITORS

The Auditors M/s. Anand M. Gupta & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS

The observations of the Auditors in their Report and Notes attached to the accounts to the accounts are Self - Explanatory and do not require any further clarifications.

LISTING

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE)7 Company has paid the annual listing fees for-the year- 2009- 10 to the Exchange. Shares of the company are freely tradable on the Exchange.

FOREIGN EXCHANGE EARNINGS & OUTGO

The company has not earned any foreign exchange or incurred any foreign exchange outgo.

ACKNOWLEDGEMENT

All the Directors would like to express their grateful appreciation for the sincere co-operation received from all the people concerned during the year under report.

BY ORDER OF THE BOARD OF DIRECTORS

(CHAIRMAN)

DATE: 08/06/2009 PLACE: AHMEDABAD

 
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