| 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 |