SHREE RANG MARK TRAVELS LIMITEDMark Travels Limited will be held on Monday, 30th September, 2013 at...

SHREE RANG MARKTRAVELS LIMITED

ANNUALREPORT2012-2013

SHREE RANG MARK TRAVELS LIMITED

Annual Report 2012-13 1

BOARD OF DIRECTORS : Mr. Shibnarayan Das, ChairmanMr. Afzal Hussain, Independent DirectorMr. Naresh Chandra Gupta, Independent DirectorMs. Sayanti Sen (upto 12/06/2013)Ms. Snigdha Chakraborti, (w.e.f. 22/05/2013)

Compliance Officer : Ms. Monalisa Datta (up to 15/05/2013)Ms.SnigdhaChakraborti,(w.e.f.22/05/2013)

BANKERS : Axis Bank, Golpark Branch, KolkataHDFC Bank, Golpark Branch, Kolkata

AUDITORS : M/s. P. Mukherjee & Co.,Chartered AccountantsAddress: 8/2,Kiran Sankar Roy RoadRoom No. 5 & 6,First Floor,Kolkata- 700001.

REGISTERED OFFICE: 214, Anil Kunj, Paldi Circle, Paldi,Ahmadabad - 380 006, GujaratE-mail : [email protected]

CORPORATE OFFICE: 5A, Sadananda Road 2nd Floor, Kolkata 700 026.

REGISTRAR & SHARE TRANSFER AGENT : S. K. Infosoution Private Limited

34/1A, Sudhir Chatterjee Street,Kolkata 700 006Tel: 033-2219-4815,6797Fax No: 033-2219-4815

Mail id: [email protected]@skinfo.in



NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of Shree RangMark Travels Limited will be held on Monday, 30th September, 2013 at 10.00 A. M. at Hotel PristimeResidency (Next to S.V.P. International) Airport Road, Near to Airport Circle, Ahmedabad - 382475to transact the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 and theProfit and Loss Account for the year ended on that date and the Reports of the Directors andAuditors thereon.

2. To appoint a Director in place of Mr. Afzal Hussain, who retires by rotation and beingeligible, offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification, the following Resolutionas an Ordinary Resolution:

“Resolved that Ms. Snigdha Chakrabarti, who was appointed as an Additional Director ofthe Company upto the date of the ensuing Annual General Meeting and in respect of whom,the Company has received a notice in writing from a Member proposing her candidature forthe office of Director under Section 257 of the Companies Act, 1956, be and is herebyappointed as a Director of the Company, liable to retire by rotation.”

Place: Kolkata For Shree Rang Mark Travels Limited

Date: 28/08/2013

SHIBNARAYAN DAS

(DIRECTOR)

NOTES:

1. The relative Explanatory Statement pursuant to section 173 of the Companies Act. 1956 inrespect of the business under item No. 2 above is annexed here to. The relevant details ofthe Director for seeking re-appointment / appointment under nos. 2 and 4 above pursuantto Clause 49 of the Listing Agreement entered into with the Stock Exchange are also annexed.

2. ANY MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THEPROXY NEED NOT BE A MEMBER. THE PROXIES SHOULD, HOWEVER, BEDEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATERTHAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. The Register of Members and Share Transfer Books of the Company will remain closedfrom 26th September, 2013 to 30th September 2013 (both days inclusive).



4. Members are requested to contact the Registrar and Share Transfer Agent for all mattersconnected with the Company's shares at: M/S SK Infosolutions Pvt Ltd, 34/1 A SudhirChatterjee Street, Kolkata – 700006. Mobile No: 9830070123.

5. Members holding shares in physical form are requested to notify change of address, if any,to the Registrar and Share Transfer Agent (RTA). Members holding shares in physical formin more than one folio are requested to write to the RTA immediately enclosing their sharecertificates for consolidation of their holdings into one folio.

6. Members holding shares in the dematerialized mode are requested to intimate all changeswith respect to their bank details, mandate, nomination, power of attorney, change of address,etc. to their Depository Participant (DP).These changes will be automatically reflected inthe Company's records.

7. Members are requested to note that in case of transfers, deletion of name of deceasedshareholder, transmission and transposition of names in respect of shares held in physicalform, submission of photocopy of PAN Card of the transferee(s), surviving holder(s), legalheir(s) and joint holder(s) respectively, along with necessary documents at the time oflodgment of request for transfer/transmission/transposition is now mandatory.

8. Listing fees for BSE Ltd. has been paid for the period 2013-14.


Date: 28/08/2013

SHIBNARAYAN DAS

(DIRECTOR)



ANNEXURE TO NOTICEEXPLANATORY STATEMENT

Pursuant to Section 173 (2) of the Companies Act, 1956

Item No. 2 & 4

Name of the Director Mr. Afzal Hussain Ms. Snigdha Chakraborti

Director Identification No 05312349 05330215

Date of Birth 12.06.1957 24/11/1988

Nationality Indian Indian

Date of appointment on theBoard as Director 28.06.2012 22/05/2013

Date of last reappointment as Director N.A. N.A

Brief resume and Expertisein specific functional areas Mr. Hussain is having Ms. Chakraborti is well educated

more than 28 years of and highly talented to manageexperience in legal the administrationand other Corporate of Hotel and Travel related

affairs Industry and issuesrelated to day to day Compliance

Number of Equity Sharesheld in the Company bythe Director or otherpersons on a beneficial basis Nil 162445

Directorships held inother Companies Nil NIL

Chairman / Member of theCommittees of Board ofDirectors of other Companiesin which he/she is a Director Nil NIL

Relationship with other Directors Nil NIL


Date: 28/08/2013

SHIBNARAYAN DAS

(DIRECTOR)



DIRECTORS' REPORT

To

The Members

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

Financial Results: (Amount in Rs.)

2012-13 2011-12Total Income 1922914 0Total Expenses 1257283 156911Depreciation and amortization 619343 363957Profit / (Loss) before Tax 46288 (520868)Provision for Tax 301293 0Profit / (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 initiativetaken in the current year will reflect result in years to come. Your Directors are making all the efforts for betterperformance 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 recommendany 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company for the year 2012-13.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and forpreventing 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 CompaniesAct, 1956 and rules made there under.

Corporate Governance:

Your Company has always believe that a good corporate Governance Practice would ensure efficient conduct ofthe affairs of the Company and that will encourage the Company to achieve its goal. The Board has alwaysfollowed the principal of good governance and emphasis on transparency, integrity and accountability. We stronglybelieve that good governance is voluntary, self-disciplining with the strongest impetus coming from Directors andthe management it self. Directors and Auditors’ Certificate regarding compliance of conditions of CorporateGovernance 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 accordancewith the Articles of Association of the company and Section 260 of the Company Act, 1956. Ms. SnigdhaChakraborti 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 proposeMs. Snigdha Chakraborti’s appointment as a Director.

Ms. Sayanti Sen was Director of the Company since 04th July, 2012. Ms. Sayanti Sen resigned with effect from12th June 2013. Your Directors wish to place on record the appreciation for her valuable advices during the tenureof her association with the Company.

Auditors:

M/s P. Mukherjee & Co, Chartered Accountants, Kolkata, Statutory Auditors of the Company hold office untilthe conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The Company hasreceived 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 notrequire 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 isin 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 thefinancial year.

Compliance Certificate:

Compliance certificate pursuant to Section 383A of the Companies Act, 1956 for the financial year ended March31, 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 transferagents for their support. The Directors also appreciate and value the contribution made by the Employees of yourCompany at all levels.

For and on behalf of the Board of Directors

Dated: 28/08/2013 Naresh Chandra Gupta Shibnarayan DasPlace: Kolkata Director Director



MANAGEMENT DISCUSSION AND ANALYSIS REPORTIndustrial structure and Developments:

Tourism has played an important role in the development of Indian economy. It is a service-orientedsector which not only generates foreign exchange earnings for the government, but creates substantialjob opportunities and income for millions of Indians. The Indian tourism industry involves a plethoraof service providers in both organized and un-organized sectors which include travel agents, touroperators, guides, hotels, guest houses, inns, restaurants and other allied services

The tourism industry in India is significant and vibrant, and the country is fast becoming a majorglobal destination. India’s travel and tourism industry is one of the most profitable industries inthe country, and also credited with contributing a substantial amount of foreign exchange.

India is well recognized for its natural resources, cultural resources with many World Heritagesites, rich fauna, many fairs and exhibitions and strong creative industries. India has also good airtransport.

Performance:

With the increase in Economic growth which has added millions annually to the ranks of India’smiddle class, a group that is driving domestic tourism growth and with the increase in the valueof foreign currency are likely to boost the domestic tourism.

With the Better Performance of the Indian tour and traveling Industry your company is expectingto perform better during the year under review,

Your Company is mainly in Tour & Traveling Business. Your company has recently applied to shiftits registered office from the State of Gujarat to the State of West Bengal of better operationalefficiencies.

Opportunities:

Your Company is in the process of shifting its registered office form Gujrat to West Bengal forgrabbing better opportunities as West Bengal Government is more focused in growth of tourismindustry which will help your company to perform better.

India also has quite good air transport (39th), particularly given the country's stage of development,and reasonable ground transport infrastructure (42nd), although the quality of roads and of portsrequire further improvement

Your Company is expecting to perform better as the Indian tour & traveling Business is showingpositive sign of growth.

Threats:

Due to huge Competition in the Indian tours and travelling industry and unstable market conditionin the Indian economy which is a cause of concern for the Company which may in turn affect theProfitability of the company.

Outlook:

India has the potential to become the number one tourist destination in the world with the demandgrowing at 10.1 per cent per annum, the World Travel and Tourism Council (WTTC) has predicted.

The WTO (World Travel Organisation) predicts that India will receive 25 million tourists by year2015. Your company’s continuous endeavor to enhance efficiency at all levels and functions. Yourdirector are viewing a good prospects for the financial year 2013-14 with optimism



The creation of niche tourism products like heliport tourism, medical tourism, wellness tourism,adventure tourism, cruise tourism and caravan tourism has served to widen the network of thissector.

Risks & Concerns:

Your company, like any other enterprise, is exposed to business risk which can be internal as wellas external risk. However the Company is well aware of the above risks and as part of Businessstrategy has put in mechanism to ensure that they are mitigated with timely action.

Internal Control System:

The company has internal control system which is commensurate to the operation of the company.

Financial Management and financial performance:

During the year under review, there was a loss of Rs. 2,55,482/- for the financial year.

Industrial relation and human resources management:

The company is not into core industrial activity. The company has proper human resource systemand considers it as strength for the manifold growth in the coming years.

Cautionary Statement

Statement in the management discussion and analysis report describing the company’s objectives,projections, estimates and expectations may be forward looking within the meaning of applicablelaws and regulations and futuristic in nature. Actual performance may differ materially from thoseeither expressed or implied. Such statements represent intentions of the management and the effortsare implemented to realize certain goals. The success in realizing these depends on various factorsboth internal and external. Investors, therefore, are requested to make their own independentjudgments before taking any investment decision.

Place: Kolkata

Date: 28/08/2013

For Shree Rang Mark Travels Limited

Director



REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company believes in functioning in a transparent manner with the basic philosophy that willenhance the shareholder’s value, keeping in mind the needs and interests of other stakeholders.The following informations are placed before the shareholders.

2. BOARD OF DIRECTORS

The company has the following members on the Board which consist of Executive and Non –executive Directors. Composition of Board of Directors as on March 31, 2013 was as under:

1. Mr. Shibnarayan Das - Director (Promoter)2. Mr. Afzal Hussain - Director (Independent, Non Executive)3. Mr. Naresh Chandra Gupta - Director (Independent, Non Executive)4. Ms. Sayanti Sen1 - Director (Non Executive)5. Ms.Snigdha Chakraborty2 - Additional Director(Non-Independent, Non Executive)

1Resigned w.e.f. 12th June, 20132Appointed w.e.f. 22nd May, 2013 as Additional Director

Number of Board Meetings held and the dates on which held:

During the year, the Company has held 11 Board Meetings. The meetings were held on:30th April 2012, 28th June, 2012, 5th July,2012, 6th July,2012, 14th August, 2012, 25th August, 2012,22nd September, 2012, 2nd November, 2012,10th November, 2012,14th November, 2012 and 4th

February, 2013.

Directors’ presence in the Board Meeting held during the year:

All the directors were present in all Board Meetings held during the year by the Company andalso in the last AGM, except those appointed after the Financial Year.

Number of other Companies or Committees, the Director is a Director / Member / Chairmanof:

Name of the Director Number of other companies Number of Committees Date of Cessation in which Director in which member/chairman

*Mr. Shibnarayan Das 1 3 -*Mr. Afzal Hussain 1 3 -*Mr. N C Gupta 1 3 -**Ms. Snigdha Chakraborti 1 - -*** Ms. Sayanti Sen - - -

* Appointed on 28th June, 2012** Appointed on 22nd May, 2013*** Appointment & Resignation on 4th July 2012 and 12th June, 2013.



3. AUDIT COMMITTEE

The Audit Committee has been constituted in conformity with the requirements of Section – 292Aof the Companies Act, 1956 and Clause – 49 of the Listing Agreement with Stock Exchanges.

As on 31st March, 2013, the Audit committee consists of the following three Directors:-

Mr. Afzal Hussain -Independent & Non-Executive, Chairman of the Committee

Mr. Naresh Chandra Gupta - Independent & Non-Executive

Mr. Shibnarayan Das - Non Independent

Powers of the Audit Committee include :

To investigate any activity within its terms of reference.To seek information from any employee.To obtain outside legal or other professional advice.To secure attendance of outsiders with relevant expertise, if it considers necessary.

The scope of committee includes:• Review of company’s financial reporting process and the financial statement.• Review of internal control systems and functioning of internal audit process.• Post audit review with statutory auditors.

During the year under review, Audit committee met four times where all the members were present.The meetings were held on 30thApril, 2012, 14thAugust, 2012, 14thNovember, 2012 and 4th February,2013.

4. REMUNERATION COMMITTEE

The remuneration committee as on 31st March, 2013 consists of the following three Directors:

Mr. Naresh Chandra Gupta..Independent & Non-Executive, Chairman of the Committee

Mr. Afzal Hussain ... Independent & Non-Executive

Mr. Shibnarayan Das…Non Independent

At present, no remuneration is paid to any Directors of the company. The Remuneration committeemeetings were held three times, on 30th April 2012, 14th August 2012, 4th February 2013.

5. SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE

The Company has complied with the requirements of the sub Clauses VI (A) and (B) of the Clause49 of the Listing Agreement.



Shareholders’ grievance Committee as on 31st March, 2013 consists of following the threeDirectors:

Mr. Afzal Hussain … Independent & Non-Executive, Chairman of the Committee

Mr. Naresh Chandra Gupta ... Independent & Non-Executive

Mr. Shibnarayan Das… Non Independent

During the year under review, Shareholders’ grievance committee meetings were held on 15th

June, 2012,15th Febuary,2013 and 26th March,2013.

During the year, the company resolved/replied all the complaints within the time frame prescribedby the SEBI / Stock Exchanges.

The Shares received for transfer are mostly approved on 15th and 30th of each month and aregiven effect by the Registrar and Share Transfer Agent.

6. GENERAL BODY MEETINGS:

The last 3 Annuan General Meetings were held at the following dates and locations:

Year Date of AGM Venue

2011-12 10-11-2012 H.T.Parekh Convention CentreAhmedabad Management AssociationATIRA Campus,Dr. Vikram Sarabhai Marg,Vastrapur,Ahmedabad -380015

2010-11 19-09-2011 201/205,Vrajbhoomi,B/h. Shilp Off CG Road,Ahmedabad 380009

2009-10 30-09-2010 201/205,Vrajbhoomi,B/h. Shilp Off CG Road,Ahmedabad 380009

Postal Ballot : The report of the postal ballot was on 25th September 2012 on the following matters.

i) Shifting of registered office from the state of Gujarat to the State of West Bengal.

ii) Enhance the power of Board of Directors of the company to borrow funds.

iii) Creations of charge on movable and / or immovable, tangible and / or intangible propertiesof the company.

iv) Increase in the Authorized Equity Share Capital of the company to Rs. 20 crores.

v) Alteration of object clause in memorandum of association of the company.



7. DISCLOSURE

As per the disclosures given by the Directors of the Company, there were no related partytransactions attracting Section 297 of the Companies Act, 1956.

All the guidelines issued by the SEBI and Stock Exchange or other statutory authorities on thematter related to capital markets are complied with.

8. MEANS OF COMMUNICATION

The means of communication between the Shareholders and Company are transparent andinvestor friendly. The quarterly results of the Company are published in one English newspaperand one in the Gujarat’s regional language as required under the listing agreement.

9. GENERAL SHAREHOLDERS’ INFORMATION

Annual General Meeting : Date : 30th September, 2013

(Date, Time and Venue) Time: 10.00 A. M.Venue: Hotel Pristime Residency(Next to S.V.P. International)Airport Road, Near to Airport Circle,Ahmedabad - 382475

Financial Year : 1st April 2012 to 31st March 2013

Date of Book Closure : 26th September 2013 to 30th September, 2013.

Dividend Payment Date : No dividend declared

Demat ISIN Number : INE765K01027

Tentative Financial Calendar:

Publication of Quarterly Results ending 30th June, 2012- 15.08.2012

Publication of Quarterly Results ending 30th Sept. 2012- 17.11.2012

Publication of Quarterly Results ending 31st Dec. 2012- 05.02.2013

Publication of Quarterly Results ending 31st March 2013- 20.05.2013

LISTING ON STOCK EXCHANGE

BSE Ltd.Ahmedabad Stock ExchangeVadodara Stock Exchange

STOCK MARKET DATA

The monthly high and low stock quotations during the financial year 2012-13 and performancein comparison to broad based indices are given below :-

Month Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar12 12 12 12 12 12 12 12 12 13 13 13

High 6.02 8.70 8.64 7.09 8.01 8.59 9.00 7.77 4.20 3.81 8.26 10.39

Low 4.66 4.58 6.21 5.11 6.34 7.85 8.17 4.20 2.65 2.50 4.00 7.76



REGISTRAR AND SHARE TRANSFER AGENT

M/s. SK Infosolution Pvt Ltd34/1 A Sudhir Chatterjee Street,Kolkata – 700006Tel: 033 2219 4815Contact Number: 9830070123E-mail: [email protected]

SHARE TRANSFER SYSTEM

Presently, the share transfers in physical form are returned within a period of 15 days from the dateof receipt, subject to the documents being clear in all respects. After the share transfer is effected,a letter will be sent to the transferee indicating the details of the transferred shares along with theirShare Certificates.

SHAREHOLDING PATTERN OF THE COMPANYDistribution of Shareholding as on 31st March, 2013

RANGE IN VALUE NO OF SH_HOLDERS NO OF HOLDERS%

UPTO to 5000 541 67.63

5010 to 10000 103 12.87

10010 to 20000 52 6.50

20010 to 30000 18 2.25

30010 to 40000 13 1.63

40010 to 50000 12 1.50

50010 to 100000 24 3.00

100010 to 500000 27 3.37

500010 to 1000000 3 0.37

1000010 and Above 7 0.88

As on 31.03.2012 As on 30.06.2012

NO. OF SHARES PERCENTAGE (%) NO. OF SHARES PERCENTAGE (%)Indian Promoters 3942720 59.67% 3942720 59.67%Person acting in concert --- ---- ---- -----Private Corporate Bodies 24496 .37% 24496 .37%Indian Public 31165444 39.96% 31165444 39.96%

Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, Conversion date Not Applicable



ADDRESS OF CORPORATE OFFICE:

The Compliance Officer,Shree Rang Mark Travels Limited,5A, Sadananda Road, 2nd Floor,Kolkata-700026Mail id : [email protected]

CODE OF CONDUCT

The Company has adopted a Code of Conduct for Directors and Senior Management.It is the responsibility of all employees and Directors to familiarize themselves with the Code andcomply with the same.

The Code includes provisions where the employees of the Company can voice their concerns ofthis Code in a responsible and effective manner.



CERTIFICATE ON CORPORATE GOVERNANCE

To,The MembersShree Rang Mark Travels Limited214, Anil Kunj, Paldi Circle, Paldi,Ahmedabad - 380 006,Gujarat

We have examined the compliance of the conditions of Corporate Governance by Shree RangMark Travels Limited for the year ended 31st March, 2013 as stipulated in clause 49 of theListing Agreement of the said company with the Stock Exchange.

The Compliance of the conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof, adoptedby the Company for ensuring the Compliance of the conditions of Corporate Governance. It isneither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information, and according to the explanations given tous, we certify, that the Company has partly complied with the conditions of the CorporateGovernance as stipulated in the above mentioned listing agreement.

We state that majority of the investor grievances were attended within one month as per therecords maintained by the company.

We further state that such compliance is neither as assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For MRK & Co.

[Company Secretaries]

Ranjana MimaniPartner[FCS No.6271][CP No.4234]Place: MumbaiDate: 31/05/2013



CEO CERTIFICATIONI, Shibnarayan Das, Director certify to the Board that we have reviewed financial statementsand the cash flow statement for the year ended on 31.03.2013 and that to the best of ourknowledge and belief that :

(a) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

(b) these statements together present a true and fair view of the company’s affairs and arein compliance with existing accounting standards, applicable laws and regulations.

(c) there are, to the best of our knowledge and belief, no transactions entered into by thecompany during the year which are fraudulent, illegal or violative of the company’s codeof conduct.

(d) we accept responsibility for establishing and maintaining internal controls and that wehave evaluated the effectiveness of the internal control systems of the company and wehave disclosed to the auditors and the Audit Committee, deficiencies in the design oroperation of internal controls, if any, of which we are aware and the steps have beentaken or propose to take to rectify these deficiencies.

(e) we have indicated to the auditors and the Audit committee.

(i) Significant changes in internal control during the year;

(ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which they have become aware and the involvementtherein, if any, of the management or an employee having a significant role in thecompany’s internal control system.

Place: Kolkata For Shree Rang Mark Travels LimitedDate: 28/08/2013 Shibnaraya Das

Director

ANNUAL DECLARATION BY CEO ON ADHERENCE TO THE CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Managementof the Company. The Board members and Senior Management have affirmed compliance withthe Code of conduct.

Place: Kolkata For Shree Rang Mark Travels Ltd.Date: 28/08/2013 Shibnarayan Das

Director



Independent Auditor's ReportTo the Members ofShree Rang Mark Travels LimitedWe have audited the accompanying financial statements of Shree Rang Mark Travels Limited, which comprise theBalance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the yearthen ended, and a summary of significant accounting policies and other explanatory information.Management is responsible for the preparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the Accounting Standardsreferred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes thedesign, implementation and maintenance of internal control relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the f inancial statements are f ree f rom mater ia l misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks ofmaterial misstatement in the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the Company's preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by management as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.In our opinion and to the best of our information and according to the explanations given to us, the financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;b) in the case of the Profit and loss Account, of the loss for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that;a) we have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purpose of our audit;b) in our opinion proper books of account as required by law have been kept by the Company so far as appears

from our examination of those booksc) the Balance Sheet, Statement of Profit and loss, and Cash Flow Statement dealt with by this Report are

in agreement with the books of account.d) in our opinion, the Balance Sheet, Statement of Profit and loss, and Cash Flow Statement comply with the

Accounting Standards referred to in sub-section (3C); of section 211 of the Companies Act, 1956;e) on the basis of written representations received from the directors as on March 31,2013, and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paidunder section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section,prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Shree Rang Mark TravelsLimited, on the accounts of the company for the year ended 31st March, 2013.On the basis of such checks as we considered appropriate and according to the information and explanation givento us during the course of our audit, we report that:1. (a) The company has maintained proper records showing full particulars including quantitative details and

situation of its fixed assets.



(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals;no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has beendisposed off during the year and therefore does not affect the going concern assumption.

2. (a) According to the information and explanations given to us and on the basis of our examination of the booksof account, the Company has not granted any loans, secured or unsecured, to companies, firms or otherparties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, theprovisions of clauses iii (b), (c) and (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the booksof account, the Company has taken loans from parties listed in the register maintained under Section 301of the Companies Act, 1956.

3. In our opinion and according to the information and explanations given to us, there is generally an adequateinternal control procedure commensurate with the size of the company and the nature of its business.

4. Based on the audit procedures applied by us and according to the information and explanations provided bythe management, the particulars of contracts or arrangements referred to in section 301 of the Act have beenentered in the register required to be maintained under that section.

5. The Company has not accepted any deposits from the public covered under section 58A and 58AA of theCompanies Act, 1956.

6. The clause relating to internal audit system is not applicable to the company.7. Maintenance of cost records' has been prescribed by the Central Government under clause (d) of sub-section

(1) of section 209 of the Act is not applicable to the company.8. The company has undisputed statutory dues payable to the government outstanding as on the balance sheet

date.9. The Company does not have any accumulated loss and has not incurred cash loss during the financial year

covered by our audit.10. Based on our audit procedures and on the information and explanations given by the management, we are of

the opinion that, the Company has not taken any loan from the financial institutions and as such the questionof default does not arise.

11. According to the information and explanations given to us, the Company has not granted loans and advanceson the basis of security by way of pledge of shares, debentures and other securit ies.

12. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clauseof the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

13. According to information and explanations given to us, the Company is conducting business related to tourism.Proper records & timely entries have been maintained in this regard.

14. According to the information and explanations given to us, the Company has not given any guarantees for loantaken by others from a bank or financial institution.

15. Based on our audit procedures and on the information given by the management, we report that the companyhas not raised any term loans during the year.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet ofthe Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used forlong-term investment by the Company.

17. Based on the audit procedures performed and the information and explanations given to us by the management,we report that the Company has not made any preferential allotment of shares during the year.

18. The Company had not issued any debentures during the period under audit.19. The Company has not raised any money by public issue during the year.20. Based on the audit procedures performed and the information and explanations given to us, we report that no

fraud on or by the Company has been noticed or reported during the year, nor have we been informed of suchcase by the management.

For P. Mukherjee & CoChartered Accountants

G.C.MukherjeePartnerMem No.017630Date : 31/05/2013Place : Kolkata



Balance Sheet as at 31st March 2013(in Rupees)

Particulars Note No. 31st March 2013 31st March 2012I. EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 1 33,037,000 33,037,000(b) Reserves and surplus 2 -66,938 188,544(c) Money received against share warrants - -

2 Share application money pending allotment - -3 Non-current liabilities

(a) Long-term borrowings - 156,911(b) Deferred tax liabilities (Net) - -(c) Other Long term liabilities - -(d) Long-term provisions 3 478 337,851

4 Current liabilities(a) Short-term borrowings 381,911 -(b) Trade payables 22,731 -(c) Other current liabilities 4 2,569,265 -(d) Short-term provisions - -TOTAL 35,944,447 33,720,306

II. ASSETS Non-current assets

1 (a) Fixed assets(i) Tangible assets 5 1,053,415 1,646,858(ii) Intangible assets - -(iii) Capital work-in-progress - -(iv) Intangible assets under development - -

(b) Non-current investments - -(c) Deferred tax assets (net) - -(d) Long-term loans and advances 6 - 3,649,429(e) Other non-current assets 82,880 -

2 Current assets(a) Current investments - -(b) Inventories - -(c) Trade receivables 7 27,370,463 27,370,463(d) Cash and cash equivalents 8 3,767,540 1,053,556(e) Short-term loans and advances 9 3,649,429 -(f) Other current assets 20,720 -TOTAL 35,944,447 33,720,306Significant Accounting Policies& Notes to Accounts 11 - -

For P. Mukherjee & Co Shree Rang Mark Travels LimitedChartered Accountants

G.C.Mukherjee Shib Narayan Das Naresh Chandra GuptaPartner Director DirectorMem No.017630Date : 31/05/2013Place : Kolkata



Profit and Loss statement for the year ended 31st March 2013(in Rupees)

Particulars Note No. 31st March 2013 31st March 2012

I. Revenue from operations 1,922,914 -

II. Other income - -

III. Total Revenue (I + II) 1,922,914 -

IV. Expenses:Depreciation and amortization expense 5 619,343 363,957Employee benefit expenses 284,194 -Other expenses 10 973,088 156,911

Total expenses 1,876,626 520,868

V. Profit before exceptional andextraordinary items and tax (III-IV) 46,288 -520,868

VI. Exceptional items - -

VII. Profit before extraordinary items and tax (V - VI) 46,288 -520,868

VIII. Extraordinary Items - -

IX. Profit before tax (VII- VIII) 46,288 -520,868

X Tax expense:(1) Current tax -478 -(2) Deferred tax - -(3) Short Provision of Tax for earlier years -301,293 -

XI Profit (Loss) for the period (IX + X) -255,482 -520,868Earnings per share (of 5/- each):(1)Basic -0.039 -0.079(2)Diluted -0.039 -0.079Significant Accounting Policies & Notes to Accounts 11 -

For P. Mukherjee & Co Shree Rang Mark Travels LimitedChartered Accountants

G.C.Mukherjee Shibnarayan Das Naresh Chandra GuptaPartner Director DirectorMem. No.017630Date : 31/05/2013Place : Kolkata



Cash Flow Statement for the year ended 31st March 2013Particulars Amount (Rs.) Amount (Rs.)

2012-13 2011-12

A. Cash Flow from Operating Activities :

Net Profit before Tax and Extraordinary Items 46,288 (520,868)Adjustments forDepreciation & Amortisation 619,343 363,957 Effect of exchange differences on foreign currency - 619,343 - 363,957Operating Profit Before Working Capital Changes 665,632 (156,911)Adjustments forTrade & Other Receivables - - Trade Payables & Other Liabilities 2,816,996 2,816,996 - -Cash generated from Operations 3,482,628 (156,911)Income Tax paid (639,144) -Cash before Extraordinary Items 2,843,484 Deferred Revenue Expenditure (129,500)Net Cash from Operating Activities 2,713,984 (156,911)

B. Cash Flow from Investing Activities :

Capital Expenditure on Fixed Assets, including Capital Advances - - Purchase of Long -term Investments - - Proceeds from Sale of Fixed Assets - - Proceeds from Sale of Long -term Investments - - Interest received - - Net Cash from Investing Activities - -

C. Cash Flow from Financing Activities :

Proceeds from issue of Equity Shares - - Receipt/ (Repayment) of Share Application money - - Long Term Borrowings made / (repayment) - 156,911 Finance Cost - - Effect of exchange differences on foreign currency - - Net Cash from Financing Activities - 156,911

Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) 2,713,984 -Cash & Cash Equivalents at the beginning of the year 1,053,556 1,053,556Cash & Cash Equivalents at the end of the year 3,767,540 1,053,556

- -



NOTE 1SHARE CAPITALShare Capital As at 31 st March 2013 As at 31 st March 2012

Amount AmountAuthorised400,00,000 Equity Shares of Rs 5/- each 200,000,000 35,000,000Issued Subscribed & Paid up66,07,400 Equity Shares of Rs. 5/- each 33,037,000 33,037,000Total 33,037,000 33,037,000

NOTE 1 AParticulars Equity Shares

Number Amount

Shares outstanding at the beginning of the year 6,607,400 33,037,000

Shares Issued during the year - -

Shares bought back during the year - -

Shares outstanding at the end of the year 6,607,400 33,037,000

NOTE 1 B

Shareholders holding more than 5%of the Ordinary Shares in Company Equity Shares Equity Shares

Number of shares %

Shibnarayan Das 3,942,720 59.67

NOTE 2RESERVES AND SURPLUS

Reserves & Surplus As at 31 st March 2013 As at 31 st March 2012 Amount Amount

Profit and Loss Account

Opening balance 188,544 709,412(+) Net Profit/(Net Loss) For the current year -255,482 -520,868Closing Balance -66,938 188,544

NOTE 3LONG TERM PROVISIONS

Long Term Provisions As at 31 st March 2013 As at 31 st March 2012 Amount Amount

Provision 478 337,851

Total 478 337,851

NOTE 4OTHER CURRENT LIABILITIESOther Current Liabilities As at 31 st March 2013 As at 31 st March 2012

Amount Amount

Audit Fees 36,000 -Employee Benefit Expenses 19,543 -Telephone Charges 1,535 -TDS Payable 12,187 -Other Liabilities 2,500,000 -Total 2,569,265 -



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NOTE 6LONG TERM LOANS AND ADVANCES

Long Term Loans and Advances As at 31 st March 2013 As at 31 st March 2012

Amount Amount

Loans and Advances to companies - 3,649,429

Total - 3,649,429

NOTE 7TRADE RECEIVABLES

Trade Receivables As at 31 st March 2013 As at 31 st March 2012 Amount Amount

(Unsecured, Considered Good by the Management)Outstanding for the Period Exceeding Six Months

27,370,463 27,370,463

Total 27,370,463 27,370,463

NOTE 8CASH AND CASH EQUIVALENTS

Cash and cash equivalents As at 31 st March 2013 As at 31 st March 2012Amount Amount

a. Balances with banks 3,468,407 1,000

b. Cash on hand* 299,133 1,052,556

Total 3,767,540 1,053,556

NOTE 9

SHORT TERM LOANS AND ADVANCES

Short Term Loans and Advances As at 31 st March 2013 As at 31 st March 2012Amount Amount

Loans and Advances to companies 3,649,429 -

Total 3,649,429 -



NOTE 10OTHER EXPENDITURE

SL No Other expenses As at 31 st March 2013 As at 31 st March 2012 Amount Amount

1 Audit Fees 40,000 40,0002 Office Exps. 130,000 44,0273 Office Rent 160,000 -4 CDSL/NSDL/Reg. Exp 41,571 -5 ROC/BSE/NSE/Reg.Exps 75,884 72,8846 Advertisement 104,844 -7 AGM Expenses 16,472 -8 Bank Charges 29,090 -9 E- Filling Charges 13,894 -10 Electricity Charges 14,100 -11 Postage & Courier 6,200 -12 Postal Ballot Charges 23,468 -13 Printing & Stationery 73,923 -14 Professional Fees 135,888 -15 RTA Charges 54,502 -16 Stamp & Postal Duty 5,555 -17 Telephone Charges 12,569 -18 Travelling Expenses 35,128 -

Total 973,088 156,911



Note 11

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR THEYEAR ENDED 31ST MARCH, 2013.

I. Significant Accounting Policies

1. General

i) The accounts have been prepared on historical cost basis ignoring changes, if any, in the purchasingpower of money.

ii) All revenue and expenses are accounted on accrual basis.

2. Taxation

i) Provision for current tax is made after taking into consideration benefits admissible under theprovision of the Income Tax Act, 1961.

ii) Deferred Tax resulting from timing difference between book & taxable profit is accounted for usingtax rates and law that have been enacted as on the Balance Sheet Date. Deferred Tax asset, ifany, is recognised and carried forward only to the extent that there is a reasonable certainty thatthe assets will be realised in future.

3. Borrowing Cost

Borrowing cost directly attributable to the acquisition or construction of fixed assets are capitalizedas part of the cost of the asset, up to the date of the asset is put to use , other borrowing costs arecharged to profit & loss account in the year in which they are incurred.



4. Investment

Long term investments are stated at cost. Provision for diminution in value of long term investmentis made only if such a decline is other than temporary.

5. Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks.

6. Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary itemsand tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accrualsof past or future cash receipts or payments.

The cash flows from operating, investing and financing activities of the Company are segregated basedon the available information.

7. Income Recognition

Income earned during the year is from commission on ticket & tour package.II. Notes to Accounts

Current Year (Rs.) Previous Year (Rs.)

1. Contingent Liabilities provided for 1310000/- NIL

2. In the opinion of the directors,

a) The current assets, loans and advances are approximately of the value stated, if realized in theordinary course of the business.

b) The provisions of all the known liabilities are adequate and not in excess of the amount reasonablynecessary.


3. Audit Fees 40000/- 40000/-


4. Director Remuneration NIL NIL

5. Deferred Tax has been computed as under :

As on 01-04-2012 During 2012-13 As on 31-03-2013Difference in WDV

Depreciation between Companies

Act and Income Tax Act - (44,743) (44,743)Timing Difference (44,743)Total timing difference (44,743)Deferred Tax Liability to be in the books (13,825)Liability Already provided - Liability to be provided (13,825)



Since there is no virtual certainty we are not recognising deferred tax asset in the books.

6. Depreciation

Fixed assets are valued at cost less depreciation. Depreciation has been provided on the WDV methodon prorata basis as per the rates prescribed in Schedule XIV of the Companies Act, 1956.

7. Earning per Share

Earning per Share has been computed as under : Current Year (Rs.) Previous Year (Rs.)a) Profit for the year -255,482 -520,868 b) Weighted average number of ordinary shares outstanding 6,607,400 6,607,400 c) Earning per share on profit of the year

i) Basic -0.039 -0.079 ii) Diluted -0.039 -0.079

8. Deferred revenue expenditure amounting to Rs. 1,29,500/- have been incurred this year. 20% ofsuch expenditure has been amortised in the current year and has been charged to Profit & LossAccount. 20% of the balncing figure amounting to Rs. 20,720 /- will amortise in the next financialyear and thus has been shown as "other current assets" and the balance of Rs. 82,880 /- has beenshown as "other non-current assets" since it won't amortise in the next financial year.

9. Previous year's figures have been regrouped and rearranged wherever necessary to make themcomparable with the current year's figures.

10. The change of registered office has not taken place during the year under audit. The matter is pendingwith the RD Gujarat till the date of audit.



COMPLIANCE CERTIFICATE

To,The Members,Shree Rang Mark Travels Limited,214, Anil Kunj, Paldi Circle,Paldi, Ahmedabad-380 006

We have examined the registers, records, books and papers of M/s. Shree Rang Mark Travels Limited,as required to be maintained as per the Companies Act, 1956, and the rules made there under and alsothe provisions contained in the Memorandum & Articles of Association of the company for the financialyear ended on 31st March 2013. In our opinion and to the best of our information and according to theexaminations carried out by us and explanations furnished to us by the company, its officers, we certifythat in respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as

per the provisions of the Act and the rules made there under and all entries have been duly recorded.2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate with

the Registrar of Companies and Regional Director. The company is not required to file any form,return or other documents with the Central Government, Company Law Board or other authorities.

3. The Company being limited company, has the minimum prescribed paid-up capital and the restrictionsrelating to its maximum number of members, invitation to public to subscribe for its shares, debenturesor deposit and acceptance of deposits from persons other than its members, directors or their relativesare not applicable.

4. The Board of Directors duly met Eleven (11) times on 30/04/2012, 28/06/2012, 05/07/2012, 06/07/2012,14/08/2012, 25/08/2012, 22/09/2012, 02/11/2012, 10/11/2012, 14/11/2012 and 04/02/2013 duringthe year and in respect of these meetings proper notices were given and the proceedings wereproperly recorded and signed in the minutes book maintained for the purpose. The Audit Committeeof the Board of Directors of the company duly meet on 14/08/2012, 14/11/2012 and 04/02/2013 andthe proceedings of these meetings were properly recorded and signed in the minutes book maintainedfor the purpose.

5. The company has closed its Register of members from 3rd November 2012 to 10th November 2012during the financial year.

6. The annual general meeting for the financial year ended on 31st March 2012 was held on 10thNovember 2012 after giving due notices to the members of the company and the resolutions passedthereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extraordinary General Meeting was held during the year.8. According to the information and explanation given to us, the company has not given any loan to its

directors, or persons or firms or companies referred to under section 295 of the Act.9. According to the information and explanation given to us, the company has not entered into any

contract specified under section 297 of the Act during the financial year.10. The company has made the necessary entries in the register maintained under section 301 of the

Act during the financial year.11. As there were no instances falling within the purview of section 314 of the Act, the company has not

obtained any approvals from the Board of directors, members or central Government.12. The company has not issued any duplicate share certificates during the financial year.13. (i) There was no allotment of securities during the financial year. The company has delivered all

the certificates on lodgment thereof for transfer in accordance with the provisions of the Act.(ii) The company is not required to deposit any amount in a separate bank account as no dividend

was declared during the financial year.(iii) The company is not required to post warrants to any members of the company as no dividend

was declared during the financial year.(iv) The company does not have any amounts in unpaid dividend account, application money due

for refund, matured deposits, matured debentures and the interest accrued thereon which haveremained unclaimed or unpaid and hence transferring the same to the Investors Education andProtection Fund does not arise.



(v) The company has duly complied with the provisions of section 217 of the Act.14. The Board of Directors of the Company is duly constituted and the appointment of the additional

directors has been duly made during the year.15. The company has not appointed Managing Director/Whole-time Director/Manager during the financial

year.16. The company has not appointed any sole-selling agents during the financial year.17. The Company has obtained an approval of Registrar of Companies for extension of date of holding

of AGM during the financial year. The company has filed a petition before the Regional Director, NorthWestern Region, Ahmedabad for shifting of registered office of the company from the state of Gujaratto the state of West Bengal, the disposal of which pending. Except as stated above, the companywas not required to obtain any approval from Central Government, Company Law Board, Registrarof Companies and/or such other authorities as may be prescribed under the various provisions ofthe Act during the financial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuantto the provisions of the Act and rules made thereunder.

19. The company has not issued any shares/debentures/other securities during the financial year.20. The company has not bought back any shares during the financial year.21. The company has not issued any preference shares/debentures and hence the question of redemption

of preference shares or debentures does not arise.22. There were no transactions necessitating the company to keep in abeyance, the rights to dividend,

rights shares and bonus shares pending registration of transfer of shares during the financial year.23. The company has not invited/accepted any deposits including any unsecured loans within the purview

of section 58A of the Act, 1956 during the financial year.24. According to the explanation and information given to us the company has complied with the provisions

of section 293(1)(d) of the Act during the financial year.25. According to the information and explanation given to us the company has complied with the provision

of Section 372A of the Act, with respect to loans and investments made or guarantees given orsecurities provided to other body corporate during the financial year.

26. The company has obtained the consent of the members through postal ballot process on September25, 2012 to alter provisions of the memorandum with respect to situation of the company’s registeredoffice from one state to another state during the financial year, which was subject to necessaryapproval of Regional Director. The company is yet to receive the necessary approvals of the same.

27. The company has altered the provisions of the memorandum with respect to the objects of thecompany through postal ballot through postal ballot process on September 25, 2012 during thefinancial year and complied with the provisions of the Act.

28. The company has not altered the provisions of the memorandum with respect to name of the companyduring the financial year.

29. The company has altered the provisions of the memorandum with respect to share capital of thecompany through postal ballot process on September 25, 2012 during the financial year and compliedwith the provisions of the Act.

30. The company has not altered its articles of association during the financial year under scrutiny.31. According to the information given to me there was no prosecutions initiated against or show cause

notices received by the company for alleged offences under the Act during the financial year.32. The company has not received any money as security from its employees during the financial year.33. According to the information given the provisions relating to the Provident Fund are not applicable

to the company.For MRK & Co.

[Company Secretaries]Ranjana Mimani

Partner[FCS No.6271]

[CP No.4234]Place: MumbaiDate: 31/05/2013



Annexures to the Compliance Certificate dated May 31, 2013Annexure - "A"

Register as maintained by the company:1. Register of Members u/s 150 of the Act.2. Register of Directors, Managing Director, Manager and Secretary u/s 303 of the Act3. Register of Directors' Shareholding u/s 307 of the Act4. Register of Share-transfer5. Register of Contracts, companies and firms in which the directors of the company are interested u/s 301(1)6. Register of Charges u/s 143(1)7. Minute Books for General Meetings and for Board Meetings u/s 193(1)8. Register of investments u/s 372A

Annexure -"B" to the Compliance Certificate dated May 31, 2013Forms and Returns as filed by the company with the Registrar of Companies during the financialyear ended on 31st March 2013:

SL. Form/ Filed Particulars/purpose Filed with W h e t h e rNo. Return u/s ROC on filed within

theprescribedtimeYes/No

1 23AC & 220 Balance Sheet and profit & loss account 19/12/2012 Yes

23 ACA for the year ended 31st March 2012

2 20B 159 Annual Return for the financial year

ended 31st March 2012 17/01/2013 No

3 66 383(A) Compliance Certificate for the year

(1) ended 31st March 2012 09/12/2012 No

4 23AC & 220 Balance Sheet and profit & loss account

23 ACA for the year ended 31st March 2011 19/07/2012 No

5 20B 159 Annual Return for the financial year


6 66 383(A) (1) Compliance Certificate for the year


7 32 303(2) Return of change in Directorship of the Company 02/07/2012 Yes




11 23 192 Registration of Special Resolution through postal ballot 01/10/2012 Yes

12 62 Form for submission of documents with the Registrar 27/09/2012 Yes

13 62 Form for submission of documents with the Registrar 17/08/2012 Yes

14 23 192 Registration of Special Resolution 21/11/2012 Yes

15 5 97 Increase in Authorized Capital 05/10/2012 Yes

16 61 166(1) Extension of AGM 28/08/2012 Yes

17 61 17 Petition for Shifting of Registered office 13/12/2012 Yes

18 24AAA 17 Petition for Shifting of Registered office 08/11/2012 Yes

SHREE RANG MARK TRAVELS LIMITEDREGISTERED OFFICE: 214, Anil Kunj, Paldi Circel, Paldi, Ahmedabad -380006, Gujarat

Corporate Office: 5A, Sadananda Road, 2nd Floor, P. S. Kalighat, Kolkata - 700 026

ADMISSION SLIP

DATE: VENUE: TIME:

30th, September 2013 Hotel Pristime Residency 10.00 A.M(Next to S.V.P. International) Airport Road,Near to Airport Circle, Ahmedabad - 382475

Name & Address of Member _____________________________________________________________________

_________________________________________________________________________________________

Member Regd. Folio: _____________________DP ID.____________________Client ID._____________________.I certify that I am a Member / Proxy for the Member holding_____________________________________ Shares

Please P in the box.

Member ProxyMember’s Signature

Name of the Proxy in Block Letter Proxy’s Signature

Note: (i) Member / proxy holders who wish to attend the Annual General Meeting (AGM) must bring their Admission Slip to the AGMand hand over the same duly signed at the entrance.

(ii) Duplicate Admission Slip will not be issued at the venue.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ____ _ _ _ Tear Here _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _

SHREE RANG MARK TRAVELS LIMITEDREGISTERED OFFICE: 214, Anil Kunj, Paldi Circel, Paldi, Ahmedabad -380006, GujaratCorporate Office: 5A, Sadananda Road, 2nd Floor, P. S. Kalighat, Kolkata - 700 026

PROXY FORM

I/We_________________________________________________________________________________________

Of_______________________________________ being a Member / Members of Shree Rang Mark Travels Limited

hereby appoint ______________________________________________________ of _______________________

Or failing him ________________________________________________________ of _______________________

Or failing him __________________________________________________________ of ______________________As my /our proxy to attend and vote for me /us on my / our behalf at the Annual General Meeting (AGM) of the Company To be held on the30th day of September, 2013 and at any adjournment thereof. As witness my /our hand(s) this _____________ day of _________ 2013.

Signed by the said

Folio No. ____________________________DP ID. _______________________ Client ID. __________________________________________

NOTE: (i) The proxy from must be received at the registered office of the Company at 214, Anil Kunj, Paldi Circle, Paldi, Ahmedabad -380006, Gujaratnot less than 48 hours before the commencement of the AGM i.e. by 10.00 A.M. On 28th September, 2013

AffixRevenue

Stamp

If undelivered please return to :SHREE RANG MARK TRAVELS LIMITED5A, Sadananda Road, 2nd Floor, P.S. - KalighatKolkata - 700 026

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