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Crown Tours

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Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014
Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting the 26th Annual Report of
 Crown Tours Limited along with Audited Financial Statements for the
 year ended 31st March, 2015.
 
 STANDALONE FINANCIAL PERFORMANCE
 
 Particulars                                     Amount (Rs.)
 
                                               2014-15         2013-14
 
 Total Revenue                               57,259,317      81,082,058
 
 Total Expenditure                           53,199,701      76,551,988
 
 Profit Before Interest,
 Depreciation And Tax (PBIDT)                 4,059,616       4,530,069
 
 Less: Interest                                 101,597         299,084
 
 Less: Depreciation                           3,092,425       4,018,797
 
 Profit Before Tax                              865,594         212,188
 
 Exceptional Items                                -               -
 
 Profit from ordinary
 Activities before Tax                            -               -
 
 Prior Period Items                               -               -
 
 Less: Provisions for Taxation
 Including Deferred Tax                        6,41,138       (4,22,028)
 
 Profit After Tax (PAT)                         224,456         634,216
 
 Share in Profit of Associates                     -               -
 
 Less: Minority Share in Profit & Loss             -               -
 
 Profit Available for Appropriation             224,456         634,216
 
 APPROPRIATION:
 
 Depreciation on transition to
 Schedule II of the Companies Act,
 2013 on tangible fixed assets                   92,788          -
 
 Interim Dividend                                -               -
 
 Corporate Tax on Interim Dividend               -               -
 
 Transfer to Capital Reserve                     -               89,917
 
 Transfer to General Reserve                     -               -
 
 Proposed for Dividend                           -               -
 
 Corporate Tax on Dividend                       -               -
 
 BalanceCarriedtoBalanceSheet
 (Reserve&Surplus)                             1,31,668         544,299
 
 Note:- No amount is proposed to be transfer to Capital Reserves as
 there has been no such circumstances taken place which could generate
 Capital Profit in financial year 2014-15. Further because of the
 inadequacy of the profits of the Company for the Company it is not
 maintainable for the Company to propose and declare any dividend to its
 shareholders, hence no amount has been transferred to General Reserves
 in the said financial year. Here it should be noted that there is no
 requirement for mandatorily transfer funds to the Reserves.
 
 FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS
 
 During the year under review, The Company has earned total revenue of
 Rs. 572.59 lacs against Rs.  810.82 lacs in the previous year. The
 Company earned net profit of Rs. 2.24 lacs as compared to Rs. 6.34 lacs
 in previous year. There Profit after Tax (PAT) for the financial year
 2014-15 decreased by 64.6 % as compared to the previous financial year,
 consequently to the reduction in the operational turnover of the
 Company. There has been downfall in the Inbound Tourism operations
 ofthe 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 operational turnover of the
 Company dropped down to 502.1 lacs from 718.57 Lacs of last year.
 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 2014-15.
 
 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 EDUCTION AND PROTECTION
 FUND
 
 No amount is required to be transferred under the provisions of Section
 125(2) ofthe 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
 
 Disputed demand for Service Tax of Rs 22.63 lacs, for the period
 Oct,2007 to March,2010, pending under appeal with CEC Jaipur has been
 decided in favour of the company vide Order dated 27.05.2015, except
 partial demand of Rs 0.86 lacs. Accordingly the said disputed demand
 stands deleted to the extent of Rs 21.77 Lacs and balance Rs 0.86 Lacs
 has been deposited.
 
 4.  PERFORMANCE OF SUBSIDIARIES/ASSOCIATE COMPANIES AND FIRMS There is
 no Subsidiary and Associate Company and Firm ofthe Company.
 
 5.  DISCLOSURES UNDER THE COMPANIES ACT 2013
 
 i.  Extract of Annual Return: The details forming part of extract of
 annual return is enclosed as Annexure-1
 
 ii.  Number of Board Meetings: During the year under review the Board
 of Directors of the company met 11 (Eleven) times and a separate
 meeting held of Independent Directors to review the performance of the
 Board and the Management of the Company. The details of the board
 meetings and the attendance of the directors are provided in Corporate
 Governance Report under heading ''Board of Director and Board Meetings.
 The intervening gap between the Meetings was within the period
 prescribed under the Companies Act, 2013.
 
 iii. Committees ofthe Board:
 
 The details of Composition and Meetings held during the year ofthe
 Committees ofthe Board is provided separately in Corporate Governance
 Report.
 
 iv.  Audit Committee:
 
 The Company has duly constituted an Audit Committee in terms Companies
 Act, 2013 and
 
 Listing Agreement with Stock Exchange, details of the same is attached
 with Corporate Governance Report and forms part of the Boards Report.
 The composition of Audit Committee is as follows:
 
 S. No.   Name of Members                                        Status
 
 1        Mr. G.C. Jain (Independent Director)                   Member
 
 2        Mr. O.P. Agarwal (Independent Director)              Chairman
 
 3        Mr. Dinesh Kumar Golecha (Non Executive Director)      Member
 
 v.  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 31,2015 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.
 
 vi.  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 149 ofthe Act.
 
 vii. Board Evaluation: As per the provisions ofthe Companies Act, 2013
 the Board has maintained an annual performance evaluation of its own
 performance, the directors individually as well as the evaluation of
 the working of its Audit, Nomination & Remuneration and Stakeholders
 Relationship Committee. 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.
 
 viii. 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.ora/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.
 
 ix.  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.
 
 6.  CORPORATE GOVERNANCE
 
 The provision of clause 49 were applicable on the Company till 30th
 September, 2014, further as per the Circular CIR/CFD/POLICY
 CELL/7/2014 dated 15 Sept, 2014 issued by SEBI Clause 49 of Listing
 Agreement is not applicable on the Company w.e.f 01.10.2014, However
 the Company has voluntarily adopted the Corporate Governance during
 financial year 2014-15 and accordingly for good Corporate Governance
 Practice a detailed Corporate Governance Report is attached and form
 part of annual report. Certificate of the CEO/CFO, inter alia,
 confirming the correctness of the Financial Statements, compliance with
 Company''s Code of Conduct, adequacy of the Internal Control measures
 and reporting of matters to the Audit Committee in terms Companies Act,
 2013 and Listing Agreement with Stock Exchange, is attached and forms
 part of Annual report.
 
 7.  VIGIL MECHANISM
 
 The Company has formulated and adopted a Vigil Mechanism / Whistle
 Blower Policy, pursuant to the provisions of section 177(9) ofthe
 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://crowniaipur.org/whistle-blower-policy-and-viail- mechanism.pdf
 
 8.  RISK MANAGEMENT
 
 The Board constituted a Risk Management Policy which is responsible
 responsibility to assist the Board on have a check upon all the risk
 factors 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 these
 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://crowniaipur.org/RISK MANAGEMENT
 POLICY.pdf.
 
 9.  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.
 
 10. STATUTORY AUDITOR
 
 M/s Kalani & Company, Chartered Accountants, having Firm Registration
 No. 000722C, the statutory auditors ofthe company who shall hold office
 for a period of 3 years from the conclusion of this Annual General
 Meeting until the conclusion ofthe 28th Annual General Meeting ofthe
 Company.
 
 M/s Kalani & Company, Chartered Accountants have expressed their
 willingness to get re-appointed as the statutory Auditors of the
 company and have furnished a certificate of their eligibility and
 consent under Section 141 of the Companies Act, 2013, and the rules
 framed thereunder. In terms of the Listing Agreement, the Auditors have
 confirmed vide their letter dated 28.05.2014 that they hold a valid
 certificate issued by Peer Review Board of ICAI.
 
 The Board, based on the recommendation of the Audit Committee,
 recommends the appointment of M/s Kalani & Company, as Statutory
 Auditors of the company.
 
 There are no qualifications or adverse remarks in the Auditor''s Report
 which require any clarification/explanation. The Notes on financial
 statements are self-explanatory, and needs no further explanation.
 
 11. COST AUDITOR
 
 The Company is not under requirement to appoint a Cost Auditor as per
 the Companies Act, 2013 and Rules made relating thereto..
 
 12. 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.
 
 13. 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:
 
 Nature of              Date of making      Name and address of the
 transaction            loan/acquisiti      person or body corporate
 (whether loan/         on /giving          to whom it is made or
 guarantee/             guarantee/          given or whose securities
 security/acqu          providing           have been acquired
 isition)               security            (Listed/Unlisted entities)
 
    (1)                   (2)                   (3)
 
 Bank Guarantee         23.08.2014          HRHGroupofHotels,Udaipur
 
 Purpose of loan/       % of loan/          Date of passing Board
 acquisition            acquisition I       resolution
 /guarantee/            exposure on
 security               guarantee
                        security
                        provided to
                        the paid up
                        capital, free
                        reserves and
                        securities pre-
                        mium account
                        and % of free
                        reserves and
                        securities
                        premium
 
 
 Amount of                  Time period
 loan/security/             for which it
 acquisition/               is made/
 guarantee                  given
 
 
   (4)                         (5)
 
 Rs. 1 Lacs                  One Year
 
 Date of                     For loans
 passing
 special                    Rate of     Date of
 resolution,                interest    maturity
 if required
 
 
 
 
   (6)              (7)                 (8)                   (9)
 
 For             0.15% of         11.08.02014                 N.A.
 providing       Paid up
 services to     Capital, free
 clients         reserves and
 of Crown        0.29% of
 Tours Ltd.      Free
 on Credit       Reserves
 Basis.          (No security
                 premium
                 account
                 maintained
                 by the
                 Company)
 
                                  For acquisitions
 
 Number          Nominal          Costofacquisition(incase    Date of
 and kind of     value and        of securities how the       selling of
 securities      paid up          purchased price was         investment
                 value            arrived at)
 
 
 
 (10)                    (11)
 
  N.A.                    N.A.
 
                      Signatures
                            and
                         Remarks
 
 Selling                      -
 price(how
 the price
 was arrived
 at)
 
 
 
 (12)         (13)      (14)     (15)        (16)         (17)
 
  N.A.        N.A.      N.A.     N.A.        N.A.
 
 14.  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.
 
 15.  ENERGY CONSERVATION. TECHNOLOGY ABSORPTION:
 
 Conservation of Energy
 
 The Company''s operations are not energy-intensive and as such involve
 low energy consumption.  However, adequate measures have been taken to
 conserve the consumption of energy.
 
 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.
 
 Foreign Exchanges Earnings & outgo
 
 Particulars            For the year ended           For the year ended
                        March 31,2015                March31,2014
 
 Expenditure in
 Foreign Currency           -                               2,83,934
 
 Earnings in
 Foreign Currency          28,24,094                       46,06,235
 
 16.  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
 
 Disputed demand for Service Tax of Rs 22.63 lacs, for the period
 Oct,2007 to March,2010, pending under appeal with CEC Jaipur has been
 decided in favour of the company vide Order dated 27.05.2015, except
 partial demand of Rs 0.86 lacs. Accordingly the said disputed demand
 stands deleted to the extent of Rs 21.77 Lacs and balance Rs 0.86 Lacs
 has been deposited.
 
 17.  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.
 
 18.  APPOINTMENT OF DIRECTORS & KMP''S
 
 * Mrs. Shaila Bhandari: During the year under review Mrs. Shaila
 Bhandari has been appointed as an Additional Director (Non-Executive
 woman Director) under Section 161 & 149 of the Companies Act, 2013
 w.e.f. 03.09.2014.
 
 Mrs. Bhandari is a Graduate in Commerce and having vast experience in
 various managerial activities.
 
 As an additional Director, Mrs. Bhandari shall hold office up to the
 date of the ensuing Annual General Meeting. The company has already
 received a notice as per the provisions of Section 160(1) the Companies
 Act, 2013. The Board of Directors therefore recommends her appointment
 subject to the approval of shareholders at ensuing Annual General
 Meeting.
 
 * Mr. Dinesh Kumar Golecha: During the year under review Mr. Dinesh
 Kumar Golecha has been appointed as Additional Director (Non-Executive)
 of the company w.e.f. 12.09.2014 pursuant to Section 161 of Companies
 Act 2013.
 
 The appointment of Mr. Dinesh Kumar Golecha has been made considering
 the qualification and vast experience of 23 years in performing the
 role in various managerial.
 
 As an additional Director, Mr. Golecha shall hold office up to the date
 of the ensuing Annual General Meeting. The company has already received
 a notice as per the provisions of Section 160(1) the Companies Act,
 2013. The Board of Directors therefore recommends her appointment
 subject to the approval of shareholders at ensuing Annual General
 Meeting.
 
 * Mr. Abhay Kumar Jain: During the year under review Mr. Abhay Kumar
 Jain has been appointed as Chief Financial Officer (CFO) of the company
 w.e.f. 05.04.2014 pursuant to Section 203 of Companies Act 2013.
 
 Mr. Abhay Kumar Jain is associated with the Company since 1995 with
 present designation of Deputy General Manager (Finance & Accounts).
 Considering the qualification and nature of duties being carried out by
 Mr. Abhay Kumar Jain, the Audit Committee and Nomination & Remuneration
 Committee of the Board proposed the appointment of Mr. Abhay Kumar Jain
 as CFO of the Company which was subsequently ratified by Board of
 Directors in their meeting held on 05.04.2014
 
 Further, Mr. Kamlesh Bhandari, Whole time director shall be retiring by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer himself for re-appointment.
 
 Cessation of Directors:
 
 Mr. Vipul bhandari, Non-Executive Director and Mr. Amit Jain,
 Independent Director of the Company has resigned from Directorship on
 3rd September, 2014 and 09th September, 2014 respectively.
 
 19.  DISCLOSURES REGARDING ESOPs
 
 The Company has not provided any Stock Option Scheme to the employees.
 
 20.  LISTING OF EQUITY SHARES
 
 The equity shares ofthe Company got listed on the Bombay Stock Exchange
 Ltd (BSE Ltd.) on 04.07.2014 under the Direct Listing Norms of BSE Ltd.
 
 The Equity shares ofthe Company were previously listed on Jaipur Stock
 Exchange Ltd. and Delhi Stock Exchange Ltd., during the year both the
 stock exchanges have been derecognized by the SEBI.
 
 21.  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.
 
 22.  FIXED DEPOSIT
 
 The Company has not accepted any deposits cover under Chapter V of the
 Companies Act, 2013.
 
 23.  SHARE CAPITAL
 
 The Company has not allotted any type/class of security to public,
 shareholders or employees during the year under report.
 
 24.  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.
 
 25.  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 ofthe 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/-                      Sd/-
 Dated: 22.07.2015      Bharat Raj Bhandari         Kamelsh Bhandari
                         Managing Director         Whole Time Director
                           DIN : 00131015            DIN : 00131113
Source : Dion Global Solutions Limited
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