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Crown Tours Ltd.

BSE: 538521 Sector: Services
NSE: N.A. ISIN Code: INE969E01010
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VOLUME 34
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OPEN 14.80
CLOSE 15.55
VOLUME 34
52-Week high 24.00
52-Week low 8.20
P/E 23.13
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Crown Tours Ltd. (CROWNTOURS) - Director Report

Company director report

To

The Members of

Crown Tours Limited

Your Directors have pleasure in presenting the Twenty Eight Annual Report of CrownTours Limited along with Audited Financial Statements for the year ended 31stMarch 2017.

FINANCIAL PERFORMANCE

Particulars

Amount (Rs.)

2016-17 2015-16
Total Revenue 53743715 56017268
Total Expenditure 50484549 53420033
Profit Before Interest Depreciation And Tax (PBIDT) 3259166 2597235
Less: Interest 10013 1502
Less: Depreciation 276099 2284167
Profit Before Tax 2973054 311566
Exceptional Items - -
Profit from ordinary Activities before Tax - -
Prior Period Items - -
Less: Provisions for Taxation Including Deferred Tax 844935 83999
Profit After Tax (PAT) 2128119 227566
Share in Profit of Associates - -
Less: Minority Share in Profit & Loss - -
Profit Available for Appropriation 2128119 227566
APPROPRIATION:
Depreciation on transition to Schedule II of the Companies Act 2013 on tangible fixed assets
Interim Dividend - -
Corporate Tax on Interim Dividend - -
Transfer to Capital Reserve - -
Transfer to General Reserve - -
Proposed for Dividend - -
Corporate Tax on Dividend - -
Balance Carried to Balance Sheet (Reserve & Surplus) 2128119 227566

Note:- No amount is proposed to be transfer to Capital Reserves General Reserves in thefinancial year 2016-17.

FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

During the year under review The Company has earned total revenue of Rs. 537.43 Lakhagainst Rs. 560.17 Lakh in the previous year. The Company earned net profit of Rs. 21.28Lakh as compared to Rs. 2.27 Lakh in previous year. There Profit after Tax (PAT) for thefinancial year 2016-17 is high as compared to the previous financial year PATconsequently to the mandate of resorting to cut corners so as to achieve significant costreduction and the diversification of the business of the Company the Company has enteredin to business of Gems and Jewellery during the year. Despite there has been downfall inthe Inbound Tourism operations of the Company and the Industry as well the Companymanaged itself to accumulate some profit margins as compared to financial year 2015-16.

1. DIVIDEND

No Dividend was declared due to conservation of insufficient profits incurred by theCompany in the financial year 2016-17.

2. TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of theCompanies 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 THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No such material changes and/or commitment occurred between the end of the financialyear to which this financial statements relate and the date of the report which couldaffect the financial position of the Company.

4. CHANGE IN NATURE OF BUSINESS

Company has decided to diversify its Business activities in the field of real estatee-Commerce and jewellery handicrafts etc.. The commencement of the commercial operationsrelated to jewellery business activities started by the company through its business uniti.e. "Crown Gems" w.e.f 23.09.2016.

5. SUBSIDIARIES/ASSOCIATE COMPANIES

There has been no Subsidiary Associate Company Firm and joint venture or venture ofthe Company.

6. DISCLOSURES UNDERTHE COMPANIES ACT 2013

i. Extract of Annual Return: The details forming part ofextract of annual return isenclosed as Annexure-1

ii. Board Meetings:

During the year under review the Board of Directors of the company met 9 (nine) times.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The following Meetings of the Board were held during the FinancialYear 2016-17:

S.No. Date of Meeting Board's Strength No. of Directors Present
1 1st April 2016 6 5
2 12th May 2016 6 6
3 8th August 2016 6 6
4 10th September 2016 6

4

5 23rd September 2016 6

5

6 13th November 2016 6 6
7 13th January 2017 6 6
8 29th January 2017 6 6
9 31st March 2017 6 6

The particulars of the Directors and attendance at the Board Meetings during the yearthe last Annual General Meeting number of other directorships (excluding Crown ToursLimited) and Committee Membership as on 31-03-2017 are as follows:

. 6 CO z Name of Directors Designation

Attendance at the meeting

No. of Directorship as on 31.03.2017

No. of Committees positions held in the other public companies as on 31st March 2017

B AGM held Member Chairperson
O on
D 12.07.2016
1 Bharat Raj Bhandari MD 8 Yes 2 0 0
2 Kamlesh Bhandari WTD 9 Yes 1 0 0
3 Shaila Bhandari NED 6 No 1 0 0
4 Dinesh Kumar Golecha NED 9 Yes 0 0 0
5 Gyan Chand Jain NED(I) 9 Yes 1 0 0
6 Om Prakash Agarwal NED(I) 9 Yes 0 0 0

Meeting of Independent Directors

In compliance of Section 149 of Companies Act 2013 and the provisions of ListingAgreements separate meeting of Independent Directors was held on 31st March 2017.Attendance of Independent Directors at the meeting is given hereunder:

Name of Director Present (Yes/No)
Mr. Om Prakash Agarwal Yes
Mr. Gyan Chand Jain Yes

iii. Committees of the Board:

Currently the Board has three committees: Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee.

Audit Committee:

The Audit Committee comprises three members out of them two are Independent Directorsnamely Shri Om Prakash Agarwal (Chairman) and Shri Gyan Chand Jain and Shri Dinesh KumarGolecha Non Executive Director as other member. All the recommendations made by the AuditCommittee were accepted by the Board. During the financial year 2016-17 the Committee metsix times as follows on: 12th May 2016 08th August 2016 13thNovember 201613th January 2017 29th January 2017 31stMarch 2017 and the attendance of members at the meetings is as under:

Name of Members Designation Number of Meetings held during the year No. of meetings attended
Mr. Om Prakash Agarwal Chairman 6 6
Mr. Gyan Chand Jain Member 6 6
Mr.Dinesh Kumar Golecha Member 6 6

Nomination & Remuneration Committee

During the financial year the committee met three times on 01st April 201612th May 2016 and 13th January 2017 the composition of thecommittee and attendance of members at the meetings are as under:

Name of Members Designation Number of Meetings held during the year No. of meetings attended
Mr. Gyan Chand Jain Chairman 3 3
Mr. Om Prakash Agarwal Member 3 3
Mr. Dinesh Kumar Golecha Member 3 3

Stakeholders' Relationship Committee

During the year the committee met 4 times as follows on 01st April 2016 31stAugust 201617th November 2016 and 22nd February 2017 thecomposition of the committee and attendance of members at the meetings are as under:

Name of Members Designation Number of Meetings held during the year No. of meetings attended
Mr. Om Prakash Agarwal Chairman 4 4
Mr. Gyan Chand Jain Member 4 4
Mr. Dinesh Kumar Golecha Member 4 4

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 havebeen followed along with proper explanations relating to material departures if any;

b) They have selected such Accounting Policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 312017 and of the profit and loss ofthe company for that period;

c) To the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of Companies Act 2013 for safeguarding the assets of the Company and forpreventing 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 andthat 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 applicablelaws and that such systems are adequate and operating effectively.

v. Independent Directors:

The Independent Directors have submitted the declaration of Independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of Section 149of the Act.

vi. Board Evaluation:

In terms of requirements of Listing Regulations and provisions of Companies Act 2013the Board carried out annual evaluation of its own performance performance of itsCommittees Individual Directors including the evaluation of Independent Directors duringthe year. The Institute of Company Secretaries of India (ICSI) had issued Guidance Notenamely "A Guide to Board Evaluation" and suggested various performanceevaluation parameters with evaluation forms for carrying out performance evaluation of allthe Directors Board as a Whole and Committees of the Board. The Securities and ExchangeBoard of India has also issued Guidance Note on the Performance Evaluation on 5 January2017. Company had adopted the evaluation parameters as suggested by ICSI and SEBI. Theperformance of the Board was evaluated by the Board on the basis of criteria such as Boardcomposition and structure effectiveness of Board processes information flow to Boardfunctioning of the Board etc. The performance of Committees was evaluated by the Board onthe basis of criteria such as composition of Committees effectiveness of Committeeworking independence etc.

The Board and Nomination cum Remuneration Committee evaluated the performance ofindividual Director on the basis of criteria such as attendance and contribution ofDirector at Board/Committee Meetings adherence to ethical standards and code of conductof the Company inter-personal relations with other Directors meaningful and constructivecontribution and inputs in the Board/Committee meetings etc. For the above evaluation theBoard members completed questionnaires providing feedback on different parameters asalready sated above including on performance of Board/Committees/Directors engagementlevels independence of judgment and other criteria. This is followed with review anddiscussions at the level of Nomination cum Remuneration Committee and Board. In a Separatemeeting of the Independent Directors performance evaluation of Non- IndependentDirectors the Board as a whole and performance evaluation of Chairman was carried outtaking into account the views of Executive and Non-Executive Directors. The qualityquantity and timeliness of flow of information between the Company Management and theBoard which is necessary for the Board to effectively and reasonably perform their dutieswas also evaluated in the said meeting.

vii. Related Party Transactions: All contracts/arrangements/transactions entered bythe Company during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://crownjaipur.org/POLICY_ON_RELATED_PARTY_TRANSACTIONS.pdf. YourDirectors draw attention of the members to Note 23 to the financial statement which setsout related party disclosures.

viii. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard and the same attached with this report as Annexure-2.

7. CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the specified regulations of CorporateGovernance was not applicable on the Company during the financial year 2016-17.

8. VIGIL MECHANISM

The Company has formulated and adopted a Vigil Mechanism/Whistle Blower Policypursuant to the provisions of section 177(9) of the Companies Act 2013 Mr. Om PrakashAgarwal Chairman of Audit Committee is responsible to address all Protected Disclosuresconcerning financial/accounting matters Vigilance Officer and employees at the levels ofAdministrators/Management and Mr. Abhinav Gautam Company Secretary and Vigilance Officeris to hear the grievances of the other employees of the Company. The VigilMechanism/Whistle Blower Policy has also been posted on the website and may be accessed atthe link: http://crownjaipur.org/whistle-blower-policy-and-vigil-mechanism.pdf.

9. RISK MANAGEMENT

The Board has developed and implemented a Risk Management Policy which assists theBoard to have a check upon all the risk factors that the organization faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks and assist the Board to overcome the Risks. ARisk Management Policy was reviewed and approved by the Board and Audit Committee and thesame is available on the website and may be accessed at the link:http://crownjaipur.org/RISK_MANAGEMENT_POLICY.pdf.

10. INTERNAL FINANCIAL CONTROL

The Board adopted the policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of reliable financialdisclosures. For the assurance of best possible Internal Financial Controls to be followedby the Company furtherance to the current Internal Financial Controls a Policy of InternalFinancial Control was reviewed and approved by the Board and Audit Committee and the sameis available on the website and may be accessed at the link:http://crownjaipur.ora/PolicvOnlFC.pdf.

11. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act 2013 ("Act")read with applicable Rules framed thereunder no listed company shall appoint an auditfirm as auditors for more than two terms of five consecutive years. The Act also providesfor additional transition period of three years from the commencement of the Act i.e. 1April 2014. M/s. Kalani & Company Chartered Accountants who are Statutory Auditorsof the Company shall hold office till the conclusion of the ensuing Annual GeneralMeeting. They have given their report on the Annual Financial Statements for FinancialYear 2016-17. The Audit Report does not contain any qualification reservation or adverseremark. As per the provisions of Section 139 of the Companies Act 2013 the term of officeof M/s Kalani & Company Chartered Accountants as Statutory Auditors of the companywill conclude from the close of the ensuing Annual General Meeting of the Company. TheBoard of Directors places on record its appreciation for the services rendered by M/s.Kalani & Company as the Statutory Auditors of the Company. Subject to the approval ofthe Members the Board of Directors of the Company has recommended the appointment of M/s.Vikas Jain & Associates Chartered Accountants [Firm Registration No.006803C] asStatutory Auditors of the Company for a term of five years commencing from the conclusionof ensuing 28th Annual General Meeting (AGM) till the conclusion of the 33rd AGM subjectto ratification of theirappointment at every AGM.

There are no qualifications or adverse remarks in the Auditors' Report for thefinancial year 2016-17 which require any clarification/explanation. The Notes on financialstatements are selfexplanatory and needs no further explanation. There has been no fraudsreported by auditors under sub-section (12) of section 143ofCopaniesAct 2013.

12. COST AUDITOR

The Company is not under requirement to appoint a Cost Auditor as per the CompaniesAct 2013 and Rules made relating thereto..

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of loans given investments made guarantees given and securities providedby the Company herein below:

Name of person Loan given /Investments made/Guarantee given/ Securities provided Amount of Loan given /Investments made/Guarantee given/Securities provided (in Rs.)
1. JSK Consumers Products Pvt. Ltd. Inter-Corporate Loan 9000000
2. JSK Nutrition Pvt. Ltd Inter-Corporate Loan 8000000
3. JSKVenturesPvt.Ltd. Inter-Corporate Loan 8500000
4. HRH Group Udaipur Bank Guarantee 100000

15. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code the company has formulated a comprehensivepolicy for prohibition of Insider Trading in Equity Shares of Crown Tours Limited topreserve the confidentiality and to prevent misuse ofunpublished price sensitiveinformation. The Company Secretary has been designated as the Compliance Officer. It hasalso been posted on the website and may be accessed at the link:http://crownjaipur.org/CodeofPracProcFair%20DisclosureofUnpublishedPriceSensitivelnformation.pdf.

16. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION:

A. Conservation of Energy: Being a part of service Industry Company's operationsare not such energy intensive However adequate measures have been taken to conserve theconsumption of energy.

(i) The steps taken or impact on conservation of energy:

The Company always emphasized on the conservation of energy it installed energyefficient equipments and this results less consumptions of the energy comparatively andsupporting 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 ofspecial technology and there was no expenditure on research & development during thisfinancial year. However yourcompany continues to upgrade its technology.

(i) The efforts made towards technology absorption:

The Company continues to make substantial investments in its technology platforms andsystems and spread its electronically linked branch network. The software called"Yatra" used for connectivity among the branches concerned to the accounts andoperational activities of the Company.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: N.A.

(iii) In case of imported technology (imported during last three years reckoned fromthe beginning of the financial year: N.A.

C. Foreign Exchanges Earnings & outgo

(in Rs.)

Particulars For the year ended March 31 2017 For the year ended March 312016
Expenditure in Foreign Currency - -
Earnings in Foreign Currency 5049103 3768612

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No such order passed by anti regulator which impact the going concern status andcompany's operations in future.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure-3. In terms of theprovisions 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 a statement showing thenames of employees and other particulars of the top ten employees is annexed herewithAnnexure-4 and furtherwe confirm that no employee drawing remuneration in excess of thelimits as provided in the said rules.

19. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

During the financial year 2016-17 none of the Director and KMP resigned or appointed.

Mr. Dinesh Kumar Golecha

Mr. Dinesh Kumar Golecha director shall be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.

Mr. Dinesh Golecha aged 46 years He has vast experience of around 25 years in thetravel & tourism trade. Besides knowing quite a few foreign languages he has alsogradually acquired an in-depth knowledge of the foreign tourist individuals & groupsand takes active interest in rendering valuable advice in shaping the execution strategiesfor travel itineraries. He was appointed as Director (Non-executive) w.e.f 12.09.2014 onthe Board. Although he is not directly connected with day to day working of the Companybut very often he is involved in critical trouble shooting situations relating to Businessoperations. He is a member of the Audit Committee Nomination & Remuneration Committeeand Stakeholders' Relationship Committee of the company.

Mr. Kamlesh Bhandari

Mr. Kamlesh Bhandari Whole Time Director of the Company whose currency of tenureshall expire on 30.09.2017 His re-appointment is proposed by the Board at the ensuingAnnual General Meeting for a period of 3 years w.e.f. 01.10.2017.

Mr. Kamlesh Bhandari aged 60 years and is the Whole Time Director of our company. Heholds a master degree in commerce from a reputed College of Rajasthan University withhaving excellent knowledge in finance accounts and taxation & possesses experience ofaround 32 years in Administrative Management. He has been designated as the Whole TimeDirector of the Company since 01.11.1994.

None of the Director is disqualified under Section 164 of the Companies Act 2013 andrules made thereunder forthe reporting period.

20. DISCLOSURES REGARDING ESOPs

The Company has not provided any Stock Option Scheme to the employees.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming part of this Annual Report.

22. DEPOSIT

The Company has not accepted any deposits cover under Chapter V of the Companies Act2013.

23. SHARE CAPITAL

The Company has not allotted any type/class of security to public shareholders oremployees during the year under report.

24. SECRETARIAL AUDITOR

The Board has appointed M/s P Pincha & Associates Company Secretaries inWhole-time Practice to carry out Secretarial Audit of the Company under the provisions ofSection 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed withthis report as Annexure-5. The Report does not contain any qualification.

25. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSEACCOUNT

None of the shares of the company are lying in demat suspense account/unclaimedsuspense account.

26. ACKNOWLEDGEMENT

The results of an organization are great reflective of the efforts put in by the peoplewho work for/ with the company. The Directors fully recognize the contribution made by theemployees of the company and all stakeholders for successful operations of the company.The Directors also place on record their appreciation for the sincere cooperation andassistance of Government Authorities Customers Suppliers BSE CDSL NSDL BankersBusiness Associates Shareholders Auditors Financial Institutions and otherindividuals/bodies.

For and on behalf of the Board

Dated : 26.08.2017 Bharat Raj Bhandari Kamelsh Bhandari
Managing Director Whole Time Director
DIN : 00131015 DIN : 00131113