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 ChakrabortiÂs 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