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Crown Tours Ltd.

BSE: 538521 Sector: Services
NSE: N.A. ISIN Code: INE969E01010
BSE 16:00 | 15 Jun 19.20 0.40
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NSE 05:30 | 01 Jan Crown Tours Ltd
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VOLUME 14560
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P/E 13.52
Mkt Cap.(Rs cr) 6
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OPEN 18.80
CLOSE 18.80
VOLUME 14560
52-Week high 23.70
52-Week low 15.55
P/E 13.52
Mkt Cap.(Rs cr) 6
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 Thirty-first Annual Report of CrownTours Limited along with Audited Financial Statements for the year ended 31st March 2020.

FINANCIAL SUMMARY

Particulars

Amount (Rs.)

2019-20 2018-19
Total Revenue 63203160 69255507
Total Expenditure 56025651 66022620
Profit Before Depreciation And Tax (PBDT) 7177509 3232887
Less: Depreciation 971511 440705
Profit Before Tax 6205998 2792182
Exceptional Items 11001697 -
Profit from ordinary Activities before Tax -4795699 -
Prior Period Items - -
Less: Provisions for Taxation Including Deferred Tax 823945 299534
Profit After Tax (PAT) -5619644 2492648
Share in Profit of Associates - -
Less: Minority Share in Profit & Loss - -
Profit Available for Appropriation -5619644 2492648
Other Comprehensive Income - -
A. Items that will not be reclassified to profit or loss
(i) Re-measurement gains (losses) on defined benefit plans - -
(ii) Tax relating Re-measurement of defined benefit plan - -
B. Items that will be reclassified to profit or loss
Total Comprehensive income for the period (Comprising
Profit (Loss) and other Comprehensive Income for the Period) -5619644 2492648
Earnings per equity share (in Rs.)
(1) Basic (Face Value of Rs. 10 each) -1.81 0.80
(2) Diluted (Face Value of Rs. 10 each) -1.81 0.80
Weighted average number of equity shares 3100000 3100000

Note:- No amount is proposed to be transfer to Capital Reserves General Reserves inthe financial year 2019-2020.

( 15 )

FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS

During the year under review The Company has earned total revenue of Rs. 63203160against Rs. 6 9255507in the previous year. The Company earned net profit of Rs.-5619644 as compared to Rs. 2492648 in previous year.

.The travel and tourism industry is one of the worst hit spaces as the tourismlandscape completely has changed due to COVID-19. All key segments - inbound outbound anddomestic and leisure corporate meetings conference and exhibitions came to astandstill as the pandemic gained momentum across the country and globe.

FY20 performance is reflective of the impact of COVID-19 in India. Additionally duringthe year even without the impact of the pandemic travel demand in India were subject toa series of challenging external factors.

Other affairs of the company are detailed in this report.

1. DIVIDEND

No Dividend was declared due to conservation of insufficient profits incurred by theCompany in

the financial year 2019-2020

2. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of theCompanies

Act 2013 as there was no dividend declared and paid in last years.

3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATES AND THE DATE OF THE REPORT

There has been no such material changes and/or commitment which could affect thefinancial position of the Company which have occurred between the end of the financialyear to which the financial statements relate and the date of the report .In FY 20 TheCOVID-19 pandemic has probably been the most devastating of financial and social crisis ofrecent times leading to Overall recession in the industry and reduction in the footfallof the Foreign Tourists in India which leads to reduction in the Operational Turnovers andinadequacy of the profits of the Company and in details it is provided in ManagementDiscussion and Analysis Report.

Further During the year under review Mr. Ranjith Soman S/o Shri Soman Neelakhandan(Acquirer) Residing at Shri Ganesh Aarti CHS Flat No. 003 Plot No. 150/151 Sector 10New Panvel (East) Raigarh-410206 Maharashtra entered into a Share Purchase Agreement(SPA) on 5th August 2020 with the existing promoters of the Company Mr. Bharat RajBhandari Mr. Kamlesh Bhandari Mr. Vipul Bhandari Mrs. Shaila Bhandari Mrs. SumanBhandari and Mrs. Abhilasha Bhandari residing at 10 Parivahan Marg C-Scheme Jaipur-302001 Rajasthan for acquisition of 1042525 equity shares in aggregate representing 33.63% of the equity share capital of the Company. Consequent to execution of SPA the Acquirertriggered the open offer to acquire 806000 equity shares of the Company from publicshareholders representing 26% of the total share capital of the Company and 203048equity shares were acquired in the said open offer.

The Open Offer was given in due compliance with all the applicable provisions of theSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)Regulations 2011 and all the legal and procedural formalities which were ancillary andincidental to the said open offer were duly complied with. Consequent to the above thepost offer shareholding of the acquirer (including 534657 equity shares held by his wifeMrs Veena Ranjith) stands at 1925647 equity shares of face value of Rs. 10/- each ofthe Company which represents 62.12% of total equity share capital of the Company.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of Business of the Company during the financialyear

2019-2020.

5. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES

There has been no Subsidiary Associate Company Firm and joint venture or venture ofthe Company. Further during the reporting period no company has become or ceased to be asubsidiary/ joint venture or associate Company.

6. DISCLOSURES UNDER THE COMPANIES ACT 2013

i. Extract of Annual Return: the extract of annual return in accordance with theprovisions of Section 92(3) as required under Section 92 of the Companies Act2013 in FormMGT-9 is annexed herewith as Annexure 1 which forms part of this report. And In compliancewith section 134(3) (a) of the Companies Act2013 read with Rule 12(1) the Companies(Management And Administration ) Rules 2014 MGT 9 is to be uploaded on Companies websiteand can be accessed at www.crownjaipur.org. Further MGT-9 is attached herewith asAnnexure-1

ii. Meeting of Board of Directors: the Board of Directors of the company met 6(six)times during the year. The intervening gap between any two meetings was within the timeperiod and the quorum at these meetings was in conformity with the provisions of theCompanies Act 2013 and Listing Regulations and the Secretarial Standard-1 on BoardMeetings issued by the Institute of Company Secretaries of India. The following Meetingsof the Board of Directors were held during the Financial Year 2019-2020

S.No. Date of Meeting Board's Strength No. of Directors Present
1 29.05.2019 6 6
2 24.07.2019 6 6
3 20.08.2019 6 6
4 11.11.2019 6 6
5 10.02.2020 6 6
6 16.03.2020 6 6

The particulars of the Directors and attendance at the Board Meetings during the yearthe attendance in the last Annual General Meeting number of other directorships(excluding Crown Tours Limited) and Committee Memberships as on 31- 03-2020are as follows:

S. No. Name of Directors Designation

Attendance at the meeting

No. of Director ship as on 31.03.2020

No. of Committees positions held in the other public companies as on 31 March 2020

BOD AGM held on 24.09.2019 Member Chairperson
1 Bharat Raj Bhandari MD 6 Yes 2 0 0
2 Kamlesh Bhandari WTD 6 Yes 1 0 0
3 Shaila Bhandari NED 6 No 1 0 0
4 Dinesh Kumar Golecha NED 6 Yes 0 0 0
5 Om Prakash Agarwal NED(I) 6 Yes 0 0 0
6 Sitaram Jhanwar NED(I) 6 No 2 0 0

Meeting of Independent Directors

In compliance of Section 149 of Companies Act 2013 and the provisions of ListingRegulations a separate meeting of Independent Directors was held on 16thMarch 2020.Attendance of Independent Directors at the meeting is given hereunder:

Name of Director Present (Yes/No)
Om Prakash Agarwal Yes
Sitaram Jhanwar 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 of three members out of them two are IndependentDirectors namely Shri Om Prakash Agarwal (Chairman) Mr. Sitaram Jhanwar and Shri DineshKumar Golecha All the recommendations made by the Audit Committee were accepted by theBoard. During the financial year 2019-2020 the Committee met six times as followson:

29.05.2019 24.07.2019 20.08.2019 11.11.2019 10.02.2020 and 16.03.2020the attendanceof members at the meetings is as under:

Name of Members Designation Number of Meetings entitled to attend No. of meetings attended
Om Prakash Agarwal Chairman 6 6
Dinesh Kumar Golecha Member 6 6
Sitaram Jhanwar Member 6 6

Nomination & Remuneration Committee

During the financial year the committee met twotimes on 20.08.2019 and 16.03.2020 thecomposition of the committee and attendance of members at the meetings are as under:

Name of Members Designation Number of Meetings entitled to attend No. of meetings attended
Om Prakash Agarwal Member 2 2
Dinesh Kumar Golecha Member 2 2
Sitaram Jhanwar Chairman 2 2

Stakeholders' Relationship Committee

During the year the committee met 4 times as follows on 29.05.2019 24.07.201911.11.2019 and 10.02.2020 the composition of the committee and attendance of members atthe meetings are as under:

Name of Members Designation Number of Meetings entitled to attend No. of meetings attended
Om Prakash Agarwal Chairman 4 4
Dinesh Kumar Golecha Member 4 4
Sitaram Jhanwar Member 4 4

iv. Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inpreparation of annual accounts for the financial year ended 31st March 2020 and statethat: (i) In the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2020 the applicable accounting standards have been followed with properexplanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofprofit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv) The Directors had prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis.

(v) The Directors had laid down proper internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively.

(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

v. Independent Directors:

As per declaration received from Independent Directors they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and havecomplied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules2014 as amended as on date. As per evaluation done by the Nomination and RemunerationCommittee and by the Board of all the Independent Directors of the Company by consideringthe parameters such as whether the Directors uphold ethical standards of integrity andprobity the ability of the directors to exercise objective and independent judgment inthe best interest of Company the level of confidentiality maintained adherence to theapplicable code of conduct for Independent Directors and their role in bringingindependent judgment during Board deliberations on strategy performance risk managementexpertise and experience etc. the Independent Directors have maintained the integrityexpertise and have vast experience in the industry. The Independent Directors haveregistered themselves in the Independent Directors data bank but have not yet appeared inthe self-assessment test and it is expected that they shall pass the test very soon in duecourse. They possess required qualification skills expertise and experience to beappointed as Independent Directors of the Company. The Independent Directors have compliedwith the code of conduct as prescribed in Schedule IV to the Companies Act 2013.

vi. Board Evaluation:

In terms of requirements of Listing Regulations and provisions of Companies Act 2013Nomination cum Remuneration Committee of the Board of Directors of the Company specifiedthe manner for effective evaluation of performance of Board its Committees and IndividualDirectors. Based on the same annual evaluation of its own performance performance of itsCommittees Individual Directors including Independent Directors was carried out duringthe reporting period. The Company had adopted the evaluation parameters as suggested byICSI and SEBI with suitable changes from Company's perspective. The Board has carried outan annual evaluation of its own performance and that of its Committees as well asperformance of the Directors individually including Independent Directors (excluding thedirector being evaluated) has been made. Board evaluation was carried out on the basis ofquestionnaire prepared after considering various inputs received from the Directorscovering various aspects revealing the efficiency of the Board's functioning such asdevelopment of suitable strategies and business plans size structure and expertise ofthe Board and their efforts to learn about the Company and its business obligations andgovernance.

Performance evaluation of Directors was carried out by Board and Nomination andRemuneration Committee on parameters such as appropriateness of qualification knowledgeskills and experience time devoted to Board deliberations and participation level inboard functioning extent of diversity in the knowledge and related industry expertiseattendance and participations in the meetings and workings thereof and Initiative tomaintain high level of integrity and ethics and the same was apprised to the Board ofDirectors.

Independent Directors had carried out performance evaluation of Non-IndependentDirectors in their separate meeting the Board as a whole and performance evaluation ofChairman was carried out taking into account the views of Executive and Non-ExecutiveDirectors.

The performance of Committees were evaluated on parameters such as whether theCommittees of the Board are appropriately constituted have appropriate number of meetingsheld each year to accomplish all of its responsibilities maintain the confidentiality ofits discussions and decisions conduct self-evaluation at least annually make periodicalreporting to the Board along with its suggestions and recommendations.

Independent Directors' performance evaluation was carried out on parameters such aswhether the Directors uphold ethical standards of integrity and probity the ability ofthe directors to exercise objective and independent judgment in the best interest ofCompany the level of confidentiality maintained adherence to the applicable code ofconduct for Independent Directors and their role in bringing independent judgment duringBoard deliberations on strategy performance risk management etc.

The Board/Directors expressed their satisfaction with the evaluation process.

vii. Related Party Transactions: All contracts / arrangements / transactionsentered by the Company during the financial year with related parties were in the ordinarycourse of business and on an arm's length basis. During the year the Company had notentered into any contract / arrangement / transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions. Given that the company does not have anything to report pursuant toSection 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014in Form AOC-2 therefore the same is not provided. The Policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company's website at the link:http://crownjaipur.org/RelatedPartyTransectionPolicy.pdf. Your Directors draw attention ofthe members to Note 28 to the financial statement which sets out related partydisclosures.

viii. Remuneration Policy: The Remuneration policy is attached herewith asAnnexure-2 which forms part of this report and the same has also been uploaded on websiteof the company at http://crownjaipur.org/Remuneration%20Policy.pdf

7. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the provisions of Regulation17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) were not applicable on the companyduring the financial year 2019-20. Consequently the Compliance Report on CorporateGovernance as stipulated under Schedule V of the Listing Regulations do not form part ofthis Annual Report for the Financial Year 2019-20.

8. VIGIL MECHANISM

The Company has a Whistle Blower & Vigil Mechanism Policy and has established thenecessary vigil mechanism for grievances Redressal of the Directors and employees toreport concerns about unethical behavior. No person has been denied access to the Chairmanof the Audit Committee. All Protected Disclosures concerning financial/accounting mattersshould be addressed to the Chairman of the Audit Committee of the Company forinvestigation. The said policy has been uploaded on the website of the Company and may beaccessed at the 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. RiskManagement Policy has been 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 safeguarding ofits 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 ofInternal Financial Control was reviewed and approved by the Board and Audit Committee andthe same is available on the website and may be accessed at the link:http://crownjaipur.org/PolicyOnIFC.pdf.

11. STATUTORY AUDITORS AND THEIR REPORT

The statutory auditor of Company M/s Vikas Jain & Associates CharteredAccountants [Firm Registration No.006803C] was appointed for a period of 5 (five) yearsfrom the conclusion of 28th Annual General Meeting (AGM) till the conclusion of the 33rdAnnual General Meeting of the Company. The report given by the statutory auditor on thefinancial statements of the Company is part of the Annual Report. There are noqualifications observations or adverse remarks in the Auditors' Report for the financialyear 2019-2020 which require any clarification/explanation on financial statements areself-explanatory and needs no further explanation. There has been no frauds reported byauditors under sub-section (12) of section 143 of Companies Act 2013

12. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company and accordingly no such accounts andrecords are made and maintained .

13. 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 Responsibilityinitiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND

SECURITIES PROVIDED

The details of loans given investment made guarantees given and securitiesoutstanding as on

S. No. 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. JSK Ventures Pvt. Ltd. Inter-Corporate Loan 8500000

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 con dentiality and to prevent misuse of unpublished 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://www.crownjaipur.org/Code%20of%20conduct%20for%20prevention%20of%20insider%20trading.pdf

16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO:

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 alwaysemphasized on the conservation of energy it installed energy efficient equipments andthis results in less consumptions of the energy comparatively and also supports go greeninitiative.

(ii) The steps taken by the company for utilizing alternate sources of energy:

Installation of invertors / generators has been done as the alternate sources ofenergy.

(iii) The capital investment on energy conservation equipments: Investments ininstallation 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 your company continues to upgrade its technology.

(i) The efforts made towards technology absorption: The Company continues to makesubstantial investments in its technology platforms and systems and spread itselectronically linked branch network. The software called "Yatra" is used forconnectivity among the branches concerned to the accounts and operational activities ofthe 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

Particulars For the year ended For the year ended
March 31 2020 March 31 2019
Expenditure in Foreign Currency - -
Earnings in Foreign Currency - -

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There have been No significant or such material order passed by regulators or courts ortribunals which would impacting the going concern status and company's operations infuture.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures pertaining to remuneration and other details as required under Section197(12) of the companies Act2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure-3. Interms of the provisions of Section 197(12) of the companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names of employees and other particulars of the top tenemployees is annexed herewith Annexure-4 and further we confirm that no employee drawingremuneration in excess of the limits as provided in the said rules

19. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)

During the financial year 2019-2020 details of the Directors and Key Managerial Personswho have been resigned or appointed is furnished below.

Mr. Bharat Raj Bhandari (DIN:00131015)

Mr. Bharat Raj Bhandari (DIN:00131015)Managing Director of the Company whose tenureexpired on 31.03.2019 re-appointed by the members in Annual Generla Meeting held on24.09.2020 on the recommendation of Nomination and Remuneration Committee for a period offurther three years w.e.f. 01.04.2019.

Mr. Bharat Raj Bhandari aged 67 years is B.Sc & LL.B by qualification has beendesignated as Managing Director since 25.09.1991. He is the first Generation entrepreneurand being the key person to the company he possesses vast experience of around 38 yearsin General & Substantial Management.

Mr. Om Prakash Agarwal (DIN: 01437207)

Mr. Om Prakash Agarwal (DIN: 01437207) has completed his term as Independent Directorsof the Company on 24th August 2019. On the recommendation of Nomination and RemunerationCommittee the Board in its meeting held on 20th August 2019recommended his reappointmentand Members in Annual General Meetingheld on 24.09.2020 by special resolution hasre-appointed Mr. Om Prakash Agarwal as Independent Directors for a further term of fiveyears effective from 25th August 2019.

Mr. O. P. Agarwal aged 69 years is Non Executive and Independent director of ourCompany. He is a Chartered Accountant by his Profession and possesses vast experience inthe areas of finance commercial banking accounts and general management. He hasrendered valuable professional service to the company in matters related to Accountstaxation & legal matters. He is Chairman of the' Audit Committee' and 'Share HolderCommittee'.

Mr. Dinesh Golecha (DIN: 00130851)

In accordance with the provision of Section 152 of Companies Act 2013 Mr. DineshGolecha (DIN:00130851) director shall be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.

Mr. Dinesh Golecha aged 50 years is a graduate in B.Com. He has vast experience ofaround 28 years in the travel & tourism trade. Besides knowing quite a few foreignlanguages he has also gradually acquired an in-depth knowledge of the foreign touristindividuals & groups and takes active interest in rendering valuable advice in shapingthe execution strategies for travel itineraries. He was appointed as Director(Non-executive) w.e.f 12.09.2014 on the Board. Although he is not directly connected withday to day working of the Company but very often he is involved in critical troubleshooting situations relating to Business operations. He is a member of the AuditCommittee Nomination & Remuneration Committee and Stakeholders' RelationshipCommittee of the company.

Mr. Kamlesh Bhandari (DIN:00131113)

Mr. Kamlesh Bhandari (DIN:00131113)WholeTimeDirector of the Company whose tenureexpired on 01.10.2020 re-appointed by the Board in its meeting held on 27.06.2020 on therecommendation of Nomination and Remuneration Committee for a period of further threeyears w.e.f. 01.10.2020 subject to the approval of the members in the ensuing AnnualGeneral Meeting.

Mr. Kamlesh Bhandari He holds a master degree in commerce from Rajasthan Universitywith having excellent knowledge in finance accounts and taxation & possessesexperience of around 35 years in Administrative Management. He has been designated as theWhole Time Director of the Company since 01.11.1994.

Resignation by Company secretary Ms. Naina Gupta

Ms. Naina Gupta Company Secretary cum Compliance Officer of the company has resignedw.e.f. 28th June2020 due to personal reasons.

Appointment of Company Secretary Ms. Poonam Jain

Ms. Poonam Jain Company Secretary has been appointed w.e.f. 28th June 2020 undersection 203 of the Companies Act 2013.

None of the Director is disqualified under Section 164 of the Companies Act 2013 andrules made thereunder for the 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

During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rule 2014. There are no outstanding deposits as on 31st March2020.

23. SHARE CAPITAL

During the year under review there were no change in the Capital Structure of theCompany the authorised and paid up share capital of the Company remain unchanged. TheCompany has not issued Shares Debentures with differential voting rights granted stockoptions and sweat equity shares during the year.

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. There are no qualifications observations or adverse remark ordisclaimer in the said report.

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

ACCOUNT

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

26. COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors states that they have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such system are adequateand operating effectively and the applicable Secretarial Standards have been duly compliedby your Company.

27. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redresses) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under the policy. The following isa summary of sexual harassment complaints received and disposed off during the year2019-2020:

No. of complaints received: Nil
No. of complaints disposed off: N. A.

28. 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 sincere appreciation to Government AuthoritiesCustomers Suppliers BSE CDSL NSDL Bankers Business Associates ShareholdersAuditors Financial Institutions and other individuals / bodies for their continuedsupport.

For and on behalf of the Board

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

Place : Jaipur Dated : 18.11.2020

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the

Companies (Management and Administration) Rules 2014]

1. Registration and Other Details:

1. CIN L63040RJ1989PLC004942
2. Registration Date 05 May 1989
3. Name of the Company Crown Tours Limited
4. Category/Sub-Category Company Limited by Shares Non Govt. Company
5. Address of the Registered office and contact details Opp. Rajputana Sheraton Hotel Palace Road Jaipur 302006 Rajasthan India
Tel. 0141-4156032
6. Whether Listed Company Yes / Nol. Yes
7. Name Address and Contact Details of Registrar and Transfer Agent if any Link Intime India Private Limited C-101 247 Park LBS Marg Vikhroli West Mumbai-400083
Tel. 022-49186000

2. Principal Business Activities of the Company:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Tour Operator 7912 42
2 Trading of Precious/Semi precious Stones 46697 58

3. Particulars of Holding Subsidiary and Associate Company:

There is no Subsidiary and Associate Company and Firm of the Company.

S. NO NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
1 NA
2

4. Shareholding Pattern (Equity Share Capital Breakup as percentage of TotalEquity)

i. Category-wise Shareholding

CATEGORY OF SHAREHOLDER

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of total shares Demat Physical Total % of total shares
(A) PROMOTERS
(1) INDIAN
(a) Individual /HUF 1058734 0 1058734 34.15 1042525 0 1042525 33.63 -0.52
(b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(c) State Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(e) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00
(f) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 1058734 0 1058734 34.15 1042525 0 1042525 33.63 -0.52
(2) FOREIGN 0.00
(a) Individuals (NRIs/Foreign
Individuals) 0 0 0 0.00 0 0 0 0.00 0.00
(b) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total A=A(1)+A(2) 1058734 0 1058734 34.15 1042525 0 1042525 33.63 -0.52
(B) PUBLIC SHAREHOLDING 0.00
(1) INSTITUTIONS 0.00
(a) Mutual Funds /UTI 0 0 0 0.00 0 0 0 0.00 0.00
(b) Financial Institution /Banks 0 0 0 0.00 0 0 0 0.00 0.00
(c) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Government 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(g) Foreign Institutional
Investors 0 0 0 0.00 0 0 0 0.00 0.00
(h) Foreign Venture Capital
Investors 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) : 0 0 0 0.00 0 0 0 0.00 0.00
(2) NON-INSTITUTIONS
(a) Bodies Corporate 141818 0 141818 4.57 13750 0 13750 0.44 -4.13
(b) Individuals
(i) Individuals holding nominal share capital upto Rs.1 lakh 375028 48100 423128 13.65 315957 47300 363257 11.72 -1.93
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 1155935 0 1155935 37.29 1614581 0 1614581 52.08 14.79
(c) Others
CLEARING MEMBERS 263023 0 263023 8.48 22976 0 22976 0.74 -7.74
NON RESIDENT INDIANS 500 0 500 0.02 0 0 0 0 -0.02
Hindu Undivided Family 56862 0 56862 1.83 42911 0 42911 1.38 -0.45
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2) : 1993166 48100 2041266 65.85 2010175 47300 2057475 66.37 0.52
Total Public Shareholding
Total B=B(1)+B(2) 1993166 48100 2041266 65.85 2010175 47300 2057475 66.37 0.52
Total (A+B) : 3051900 48100 3100000 100 3052700 47300 3100000 100 0.00
(C) Shares held by custodians against GDRs ADRs 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL (A+B+C) : 3051900 48100 3100000 100 3052700 47300 3100000 100

ii. Shareholding of Promoters

Sr. No. Shareholder's Name

Shareholding at the beginning of the year 2019

Shareholding at the end of the year 2020

No. of Shares Held %of total Shares of the company %of Shares Pledged/ encumbered to total shares No. of Shares Held %of total Shares of the company %of Shares Pledged/ encumbered to total shares % change in share holding during the year
1 Bharat Raj Bhandari 243744 7.86 0.00 233744 7.54 0.00 -0.322
2 Kamlesh Bhandari 9837 0.32 0.00 9837 0.32 0.00 0
3 Shaila Bhandari 419054 13.52 0.00 417845 13.48 0.00 -0.039
4 Vipul Bhandari 56459 1.82 0.00 53959 1.74 0.00 -0.081
5 Suman Bhandari 46919 1.51 0.00 44419 1.432 0.00 -0.081
6 Abhilasha Bhandari 282721 9.12 0.00 282721 9.12 0.00 0
Total 1058734 34.15 0.00 1042525 33.63 0.00 -0.52

iii. Change in Promoters' Shareholding.

S. No. Name

Shareholding at the beginning of the year (01.04.2019)

Date Reason

Increase/Decrease in shareholding

Cumulative Share- holding during the year 31.03.2020

No. of Share Held % of total Shares of the Company No. of Shares %of total Shares of the Company No. of Shares Held % of total Shares of the Company
1 Bharat Raj Bhandari 243744 7.86 Opening balance Sale - 243744 7.86
05-04-2019 10000 -0.32 233744 7.54
At The End of the Year 233744 7.54
2 Kamlesh Bhandari 9837 0.32 Opening balance 9837 0.32
At The End of the Year 9837 0.32
3 Shaila Bhandari 419054 13.52 Opening balance 419054 13.52
05-04-2019 Sale -1209 -0.03 417845 13.48
At The End of the Year 417845 13.48
4 Suman Bhandari 46919 1.51 Opening balance 46919 1.51
05-04-2019 Sale -2500 -0.08 44419 1.43
At The End of the Year 44419 1.43
5 Vipul Bhandari 56459 1.82 Opening balance 56459 1.82
05-04-2019 Sale -2500 -0.08 53959 1.74
At The End of the Year 53959 1.74
6 Abhilasha Bhandari 282721 9.12 Opening balance 282721 9.12
At The End of the Year 282721 9.12

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andholders of GDRs and ADRs):

S. No. Name

Shareholding at the beginning of the year (01.04.2019)

Date Reason

Increase/Decrease in shareholding

Cumulative Share- holding during the year 31.03.2020

No. of Shares % of total Shares of the Company No. of Shares %of total Shares of the Company No. of Shares % of total Shares of the Company
1 VEENA RANJITH 42209 1.36 Opening balance 42209 1.36
19-07-2019 Purchase 3600 0.12 45809 1.48
20-12-2019 Purchase 9000 0.29 54809 1.77
27-12-2019 Purchase 17348 0.56 72157 2.33
31-12-2019 Purchase 27000 0.87 99157 3.20
03-01-2020 Purchase 20000 0.65 119157 3.84
10-01-2020 Purchase 28650 0.92 147807 4.77
17-01-2020 Purchase 13300 0.43 161107 5.20
24-01-2020 Purchase 35000 1.13 196107 6.33
31-01-2020 Purchase 37450 1.21 233557 7.53
07-02-2020 Purchase 59650 1.92 293207 9.46
14-02-2020 Purchase 21050 0.68 314257 10.14
21-02-2020 Purchase 26400 0.85 340657 10.99
06-03-2020 Purchase 119450 3.85 460107 14.84
13-03-2020 Purchase 15150 0.49 475257 15.33
20-03-2020 Purchase 14825 0.48 490082 15.81
27-03-2020 Purchase 38875 1.25 528957 17.06
At The End of the Year 528957 17.06
2 RANJITH SOMAN 39037 1.26 Opening balance 39037 1.26
05-07-2019 Purchase 19300 0.62 58337 1.88
19-07-2019 Purchase 50571 1.63 108908 3.51
04-10-2019 Purchase 5026 0.16 113934 3.68
11-10-2019 Purchase 512 0.02 114446 3.69
20-12-2019 Purchase 30971 1.00 145417 4.69
At The End
of the Year 145417 4.69
3 PRIYANKA DEEPAK DHANDE 78925 2.546 Opening balance 78925 2.546
26-04-2019 Purchase 9418 0.01 88343 2.85
31-05-2019 Purchase 729 0.01 89072 2.87
05-07-2019 Purchase 2331 0.16 91403 2.95
At The End
of the Year 91403 2.95
4 ZEEL RAJENDRA SHAH 56400 1.819 Opening balance 56400 1.819
19-04-2019 Purchase 2000 0.06 58400 1.88
30-08-2019 Purchase 100 0.00 58500 1.89
25-10-2019 Purchase 9178 0.30 67678 2.18
03-01-2020 Sale (2500) -0.08 65178 2.10
10-01-2020 Sale (7500) -0.24 57678 1.86
At The End
of the Year 57678 1.86
5 NEEPABEN ASHWINBHAI OZA 0 0 Opening balance 0 0
12-04-2019 Purchase 50368 1.62 50368 1.62
19-07-2019 Purchase 380 0.01 50748 1.64
At The End
of the Year 50748 1.64
6 BHAVANA KHEEMRAJ JAIN 45463 1.47 Opening balance 45463 1.47
At The End of the Year 45463 1.47
7 NEEL RAJENDRA BHAI SHAH 20792 0.67 Opening balance 20792 0.67
12 -04-2019 Sale (2000) -0.06 18792 0.61
06-03-2020 Sale (16042) -0.52 2750 0.09
13-03-2020 Purchase 20950 0.68 23700 0.76
20-03-2020 Purchase 13250 0.43 36950 1.19
27-03-2020 Purchase 5951 0.19 42901 1.38
At The End of the Year 42901 1.38
8 RAJENDRA VINAYCHAND SHAH 64474 2.08 Opening balance 64474 2.08
19-04-2019 Purchase 5000 0.16 69474 2.24
13-12-2019 Sale (600) -0.02 68874 2.22
27-12-2019 Sale (2500) -0.08 66374 2.14
31-12-2019 Sale (5000) -0.16 61374 1.98
03-01-2020 Sale (4500) -0.15 56874 1.83
10-01-2020 Sale (6000) -0.19 50874 1.64
06-03-2020 Sale (2000) -0.06 48874 1.58
20-03-2020 Sale (6000) -0.19 42874 1.38
At The End of the Year 42874 1.38
9 HASMUKH LAL M SHETH 7400 0.239 Opening balance 7400 0.239
01-11- 2019 Purchase 50 0.00 7450 0.24
08-11- 2019 Purchase 24780 0.80 32230 1.04
15-11- 2019 Purchase 2850 0.09 35080 1.13
29-11- 2019 Purchase 600 0.02 35680 1.15
20-12- 2019 Purchase 5237 0.17 40917 1.32
03-01- 2020 Purchase 364 0.01 41281 1.33
10-01-2020 Sale (3391) -0.11 37890 1.22
24-01-2020 Purchase 4250 0.14 42140 1.36
07-02-2020 Sale (50) 0.00 42090 1.36
28-02-2020 Sale (580) -0.02 41510 1.34
At The End of the Year 41510 1.34
10 GITA R SHAH 28941 0.93 Opening balance 28941 0.93
01-11-2019 Purchase 8761 0.28 37702 1.22
13-12-2019 Sale (3376) -0.11 34326 1.11
27-12-2019 Purchase 876 0.03 35202 1.14
31-12-2019 Sale (5000) -0.16 30202 0.97
03-01-2020 Sale (5000) -0.16 25202 0.81
10-01-2020 Sale (3000) -0.10 22202 0.72
21-02-2020 Sale (2500) -0.08 19702 0.63
20-03-2020 Purchase 9433 0.30 29135 0.94
27-03-2020 Purchase 11050 0.36 40185 1.30
At The End of the Year 40185 1.30
11 JAYANTI LAL JAIN 100297 3.23 Opening balance 100297 3.23
26-04- 2019 Purchase 6000 0.19 106297 3.43
01-11-2019 (2673) -0.09 103624 3.34
24-01-2020 (5000) -0.16 98624 3.18
06-03-2020 (50000) -1.61 48624 1.57
13-03-2020 Sale (15000) -0.48 33624 1.08
At The End of the Year 33624 3.34
12 SOLANKI HASINABEN 42000 1.35 Opening balance 42000 1.35
24-01-2020 Purchase (12000) -0.39 30000 0.97
At The End of the Year 30000 0.97
13 QUANTUM GLOBAL SECURITIES LTD 177390 5.72 Opening balance 177390 5.72
05-04-2019 Purchase 200 0.01 177590 5.73
12-04-2019 Sale (83066) -2.68 94524 3.05
26-04-2019 Sale (9418) -0.30 85106 2.75
31-05-2019 Sale (729) -0.02 84377 2.72
29-06-2019 Purchase 2331 0.08 86708 2.80
05-07-2019 Sale (21631) -0.70 65077 2.10
19-07-2019 Sale (54640) -1.76 10437 0.34
30-08-2019 Purchase 21833 0.70 32270 1.04
06-09-2019 Purchase 800 0.03 33070 1.07
13-09-2019 Purchase 1325 0.04 34395 1.11
20-09-2019 Purchase 963 0.03 35358 1.14
27-09-2019 Purchase 3450 0.11 38808 1.25
30-09-2019 Purchase 2600 0.08 41408 1.34
18-10-2019 Purchase 2800 0.09 44208 1.43
25-10-2019 Sale (2800) -0.09 41408 1.34
29-11-2019 Sale (100) 0.00 41308 1.33
20-12-2019 Sale (30971) -1.00 10337 0.33
27-12-2019 Purchase 10000 0.32 20337 0.66
31-12-2019 Sale (10000) -0.32 10337 0.33
10-01-2020 Purchase (100) 0.00 10237 0.33
14-02-2020 Purchase 3874 0.12 14111 0.46
21-02-2020 Sale (13500) -0.44 611 0.02
28-02-2020 Purchase 44400 1.43 45011 1.45
06-03-2020 Sale (44400) -1.43 611 0.02
20-03-2020 Purchase 30100 0.97 30711 0.99
27-03-2020 Sale (30100) -0.97 611 0.02
At The End
of the Year 611 0.02

v. Shareholding of Directors and Key Managerial Personnel :

S. No. Name

Shareholding at the beginning of the year (01.04.2019)

Date Reason

Increase/Decrease in shareholding

Cumulative Share- holding during the year

No. of Shares % of total Shares of the Company No. of Shares %of total Shares of the Company No. of Shares % of total Shares of the Company
1 Bharat Raj Bhandari 243744 7.86 Opening balance 243744 7.86
05-04-2019 Sale -10000 -0.32 233744 7.54
At The End of the Year 233744 7.54
2 Kamlesh Bhandari 9837 0.32 Opening balance 9837 0.32
At The End of the Year 9837 0.32
3 Shaila Bhandari 419054 13.52 Opening balance 419054 13.52
05-04-2019 Sale -1209 -0.03 417845 13.48
At The End of the Year 417845 13.48
5 Sitaram Jhanwar (Director) NIL 31.03.2020 NIL
(at the end of the year)
6 Dinesh Kumar Golecha (Director) NIL 31.03.2020 NIL
(at the end of the year)
7 Abhay Kumar Jain (CFO) NIL 31.03.2020 NIL
(at the end of the year)
8 Naina Gupta (Former Company Secretary) NIL 31.03.2020 (at the end of her tenure) NIL

5. Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year NIL NIL NIL NIL
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year - - - -
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year NIL NIL NIL NIL
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) NIL NIL NIL NIL

6. Remuneration of Directors and Key Managerial Personnel

A Remuneration to Managing Director Whole-Time Directors and/or Manager:

Sr. No Particulars of Remuneration

Name of MD/WTD

Total Amount
Mr. Bharat Raj Bhandari (MD) Mr. Kamlesh Bhandari (WTD)
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 6 0 6
(b) Value of perquisites u/s 17(2) Income Tax Act 1961 Nil Nil Nil
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 Nil Nil Nil
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission
-As % of profit
-Others specify Nil Nil Nil
5. Others please specify
Provident Fund & other Funds Nil Nil Nil
Total (A) 6 0 6
Ceiling as per the Act

Remuneration is paid as per Schedule V of Companies Act 2013 .

B. Remuneration to other directors:

S. No. Om Prakash Agarwal Sitaram Jhanwar Shaila Bhandari Dinesh Kumar Golecha Total Amount
1 Independent
Directors - - - - NIL
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (1) - - - - NIL
2 Other Non-
Executive
Directors - - - - -
Fee for attending board/committee meetings - - - - -
Commission - - - - -
Others please specify - - - -
Total (2) - - - - -
Total (B)=(1+2) - - - - NIL

C Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD:

Sr. No Particulars of Remuneration Ms. Naina Gupta [Former Company Secretary] Mr. Abhay Kumar Jain [Chief Financial Officer] Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 3.12 6.33 9.45
(b) Value of perquisites u/s 17(2) Income Tax Act 1961 Nil Nil Nil
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 Nil Nil Nil
2. Stock Option Nil Nil Nil
3. Sweat Equity Nil Nil Nil
4. Commission
-As % of profit
-Others (Variable Pay) Nil Nil Nil
5. Others please specify
Provident Fund & other Funds Nil 0.22 0.22
Total (A) 3.12 6.55 9.67
Ceiling as per the Act N.A. N.A. N.A.

7. Penalties/Punishment/compounding of Offences (under theCompanies Act):

For and on behalf of the Board

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