BOARD'S REPORT TO THE MEMBERS OF CROWN TOURS LIMITED Your Directors have pleasure in presenting the Twenty Seventh Annual Report of Crown Tours Limited along with Audited Financial Statements for the year ended 31st March, 2016. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS During the year under review, The Company has earned total revenue of Rs. 560.17 lacs against Rs. 572.59 lacs in the previous year. The Company earned net profit of Rs. 2.27 lacs as compared to Rs. 2.24 lacs in previous year. There Profit after Tax (PAT) for the financial year 2015-16 is marginally high as compared to the previous financial year PAT, consequently to the 5% increase in the operational turnover of the Company. There has been downfall in the Inbound Tourism operations of the Company and the Industry as well. While accepting the above facts it can be easily seen that presently the industry is struggling not only in India but almost everywhere because of decrease in Inbound Tourism, It's also a global effect which is affecting this industry in India, as the preferences are changed, people are not having surplus funds and they are saving for future stepping into habits of Indian Population. With this adverse syndrome the Company just been able to keep up the previous year's figures with some marginal increase. Inspite of all this the bottom line of company was not thrashed and the company survived with surplus again, primarily because of a well thought of Management mandate of resorting to cut corners so as to achieve significant cost reduction with sustain with the marginal profits in financial year 2015-16. 1. DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit. 2. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act, 2013 as there was no dividend declared and paid in last years. 3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No such material changes and/or commitment occurred between the end of the financial year to which this financial statements relate and the date of the report which could affect the financial position of the Company. 4. CHANGE IN NATURE OF BUSINESS There has been no change in the nature of Business of the Company during the financial year 2015-16 5. SUBSIDIARIES/ASSOCIATE COMPANIES There has been no Subsidiary, Associate Company, Firm, and joint venture or venture of the Company. 6. DISCLOSURES UNDERTHE COMPANIES ACT 2013 i. Extract of Annual Return: The details forming part of extract of annual return is enclosed as Annexure-1 ii. Board Meetings: During the year under review the Board of Directors of the company met 8 (eight) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The following Meetings of the Board were held during the Financial Year2015-16: iii. Committees of the Board: Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Audit Committee: The Audit Committee comprises three members out of them two are Independent Directors namely Shri Om Prakash Agarwal (Chairman) and Shri Gyan Chand Jain and Shri Dinesh Kumar Golecha, Non Executive Director as other member. All the recommendations made by the Audit Committee were accepted by the Board. During the financial year 2015-16 the Committee met four times as follows, on: iv. Directors' Responsibility Statement Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that: a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and loss of the company for that period; c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Accounts on a Going Concern basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. v. Appointment of Independent Directors: The Members of the Company in the A.G.M. held on 25th August, 2014 has appointed to all the existing Independent Directors viz. Mr. O P. Agarwal, Mr. G. C. Jain and Mr. Amit Jain as Independent Directors in terms of Section 149 of the Companies Act, 2013 for a period of 5 years. Further, Mr. Amit Jain, Independent Director has resigned from directorship w.e.f. 09.09.2014. The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6)of Section 149of theAct. vi. Board Evaluation: As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and provisions of the Companies Act, 2013, the Board shall monitor and review the Board and committees' evaluation framework. The framework includes the evaluation of Directors on various parameters such as: • Board dynamics and relationships, • Information flows, Decision making, • Relationship with stakeholders, • Company performance and strategy, • Tracking board and committees' effectiveness, • Peer evaluation As per the provisions of the Companies Act, 2013 the Board has maintained an annual performance evaluation of its own performance, The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director, targets achieved by company during the year. The Board further discuss the areas where the performance is not up to the desired level. vii. Related Party Transactions: All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://crowniaipur.orq/Policv%20on%20Related%20Partv%20Transactions.pdf>. Your Directors draw attention of the members to Note 23 to the financial statement which sets out related party disclosures. viii. Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board and the same attached with this report as Annexure 2. 7. LISTING AGREEMENT The Securities and Exchange Board of India (SEBI), on 02.09.2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital markets to ensure better enforceability. The said regulations were effective from 01.12.2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE limited during February 2016. 8. CORPORATE GOVERNANCE The provision of clause 49 were not applicable on the Company as per the Circular "CIR/CFD/POLICY CELL/7/2014" dated 15 Sept, 2014 issued by SEBI for Clause 49 of Listing Agreement w.e.f 01.10.2014 till the date the old Listing Agreement was active i.e. 30.11.2015. SEBI replaced the old listing Agreement with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 01.12.2015 and as per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate Governance shall not apply on the Company. 9. VIGIL MECHANISM The Company has formulated and adopted a Vigil Mechanism / Whistle Blower Policy, pursuant to the provisions ofsection 177(9) of the Companies Act, 2013, Mr. O. P. Agarwal, Chairman of Audit Committee is responsible to address all Protected Disclosures concerning financial/accounting matters, Vigilance Officer and employees at the levels of Administrators/Management and Mr. Abhinav Gautam, Company Secretary and Vigilance Officer is to hear the grievances of the other employees of the Company. The Vigil Mechanism / Whistle Blower Policy has also been posted on the website and may be accessed at the link: <http://crownjaipur.org/whistle-blower-policy-and-vigil->mechanism.pdf. 10. RISK MANAGEMENT The Board constituted a Risk Management Policy which is responsible responsibility to assist the Board on have a check upon all the riskfactors that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and assist the Board to overcome theOse Risks. A Risk Management Policy was reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: <http://crownjaipur.org/RISK_MANAGEMENT_POLICY.pdf>. 11. INTERNAL FINANCIAL CONTROL The Board adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. For the assurance of best possible Internal Financial Controls to be followed by the Company furtherance to the current Internal Financial Controls a Policy of Internal Financial Control was reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: <http://crowniaipur.org/PolicvOnlFC.pdf>. 12. STATUTORY AUDITOR M/s Kalani & Company, Chartered Accountants, having Firm Registration No. 000722C, the statutory auditors of the company who shall hold office for a period of 3 years from the conclusion of this Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company subject to ratification in every Annual General Meeting. Accordingly the appointment of M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. There are no qualifications or adverse remarks in the Auditors' Report for the financial year 2015-16 which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. 13. COST AUDITOR The Company is not under requirement to appoint a Cost Auditor as per the Companies Act, 2013 and Rules made relating thereto. 14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 15. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below 16. INSIDER TRADING PREVENTION CODE Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Crown Tours Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website and may be accessed at the link: <http://crowniaipur.org/CODE> OF INSIDER TRADING CTL.pdf 17. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION: A. Conservation of Energy: Being a part of service Industry Company's operations are not such energy intensive, However, adequate measures have been taken to conserve the consumption of energy. (i) The steps taken or impact on conservation of energy: The Company always emphasized on the conservation of energy, it installed energy efficient equipments and this results less consumptions of the energy comparatively and supporting go green initiative. (ii) The steps taken by the company for utilizing alternate sources of energy: Installation of invertors / generators has been done as the alternate sources of energy. (iii) The capital investment on energy conservation equipments: Investments in installation of invertors / generators. B. Technology absorption: Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology. (i) The efforts made towards technology absorption: The Company continues to make substantial investments in its technology platforms and systems and spread its electronically linked branch network. The software called "Yatra" used for connectivity among the branches concerned to the accounts and operational activities of the Company. (ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A. (iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year: N.A. 18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE No such order passed by any regulator which impact the going concern status and company's operations in future. 19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: No employee of the Company drawing remuneration in excess of the set limits in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and no commission is being drawing by the Managing Director and Whole Time Director as well as the other directors from the Company. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 3. 20. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP) During the financial year 2015-16 none of the Director and KMP resigned or appointed / reappointed. Mrs. Shaila Bhandari Mrs. Shaila Bhandari, director shall be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Mrs. Shaila Bhandari, aged 56 years is a graduate in B.A. As already being a promoter of the Company she joined the Company on 3rd September, 2014 for providing her services in general administrations, been appointed as the first non-executive woman director of the Company, she is having another perceptions and ideas which help the Company to handle the situations in better ways. In her almost two years of experience with the Company she came with the better solutions and idea as and when desired by the Board. Mr. Bharat Raj Bhandari Mr. Bharat Raj Bhandari, Managing Director of the Company, whose currency of tenure expired on 31.03.2016, re-appointed by the Board subject to the approval of the members in the ensuing Annual General Meeting, fora period of three years w.e.f. 01.04.2016. Mr. Bharat Raj Bhandari aged 59 years is B.Sc & LL.B, has been designated as Managing Director since 25.09.1991. He is B.Sc. & LL. B and the first Generation entrepreneur and being the key person to the company he possesses vast experience of around 35 years in General & Substantial Management. None of the Director is disqualified under Section 164 of the Companies Act, 2013 and rules made thereunder, forthe reporting period. 21. DISCLOSURES REGARDING ESQPs The Company has not provided any Stock Option Scheme to the employees.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report. 23. DEPOSIT The Company has not accepted any deposits cover under Chapter V of the Companies Act, 2013. 24. SHARE CAPITAL The Company has not allotted any type/class of security to public, shareholders or employees during the year under report. 25. SECRETARIAL AUDITOR The Board has appointed M/s P Pincha & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure 4. The Report does not contain any qualification. 26. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSEACCOUNT None of the shares of the company are lying in demat suspense account / unclaimed suspense account. 27. ACKNOWLEDGMENT The results of an organization are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognize the contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record their appreciation for the sincere cooperation and assistance of Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies For and on behalf of the Board Sd/- Bharat Raj Bhandari Managing Director DIN : 00131015 Sd/- Kamelsh Bhandari Whole Time Director DIN : 00131113 Dated : 12.05.2016 |