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Crown Tours Ltd.

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Annual Report

For Year :
2015 2014 2013

Director’s Report

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

Director’s Report