Directors Report of Yaan Enterprises Ltd.

Mar 31, 2015

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

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31 st March 2014.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2014 is summarized below:

(Rs. in Lacs) 2013-14 2012-13

Revenue From Operations 718.57 829.47

Total Income 810.95 874.24

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 45.30 50.37

Depreciation and Amortization 40.18 41.54

Finance Cost 2.99 3.79

Prior period adjustments - -

Earnings Before Tax 2.12 5.04

Tax Expenses 4.22 0.58

Profit For the Year 6.34 4.46

Equity Share Capital 310.00 310.00

Reserve & Surplus 342.98 336.65

Net Worth 652.98 646.65

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.810.95 lacs against Rs. 874.24 lacs in the previous year. The Company earned net profit of Rs.6.34 lacs as compared to Rs. 4.46 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

By its intrinsic charm tourism is the one economic sector in India that has the potential to always grow and to ensure consequential development of the infrastructure at the destinations. It has the capacity to capitalize on the country''s success in the services sector and to provide sustainable model of growth. Tourism is not only an economic growth engine but also an employment generator.

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 turnover of the Company dropped down to 718.57 lakh from 829.47 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 increase in profits in comparison of previous year.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions Companies Act, 2013 read with Articles of the Company Mr. Kamlesh Bhandari, Director of the Company who retiring by rotation at the ensuing Annual General Meeting being eligible offers themselves for re-appointment.

As per the clause 49 of Listing Agreement and provisions of the Companies Act, 2013, Mr. O.P. Agarwal, Mr. Amit Jain and Mr. G.C Jain are being appointed Independent Directors of the Company for the tenure of 5 years as mentioned in the notice of the meeting..

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

The statutory Auditors of the company, M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment. Their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.40,81,375/- And expenses in foreign currency amounting to Rs.2,83,934/-.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. and the Listing fees for the Financial Year 2014-15 has been duly paid.

Note : The Company has also filed Information Memorandum to BSE Ltd. in Jan 2014 for seeking Direct Listing Approval.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, The Bank of Rajasthan, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in operations of the company, who through their competence, hard work, co-operation and support, have enabled the company to confront the ongoing challenges in the tourism sector.

REGISTERED OFFICE By order of the Board Opp. Rajputana Palace Sheraton Hotel, For CROWN TOURS LIMITED Palace Road, Jaipur 302006

Sd/- Sd/- Bharat Raj Bhandari Kamlesh Bhandari Dated: 28.05.2014 Managing Director Whole Time Director

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Mar 31, 2013

THE MEMBERS

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2013 is summarized below:

(Rs. in Lacs) 2012-13 2011-12

Revenue From Operations 829.47 1027.96

Total Income 874.24 1064.03

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 50.37 84.46

Depreciation and Amortization 41.54 55.97

Finance Cost 3.79 2.69

Prior period adjustments - 2.65

Earnings Before Tax 5.04 23.15

Tax Expenses 0.58 5.97

Profit For the Year 4.46 17.18

Equity Share Capital 310.00 310.00

Reserve & Surplus 336.65 332.18

Net Worth 646.65 642.18



FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.874.24 lacs against Rs. 1064.03 lacs in the previous year. The Company earned net profit of Rs.4.46 lacs as compared to Rs. 17.18 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

By its intrinsic charm tourism is the one economic sector in India that has the potential to always grow and to ensure consequential development of the infrastructure at the destinations. It has the capacity to capitalize on the country''s success in the services sector and to provide sustainable model of growth. Tourism is not only an economic growth engine but also an employment generator.

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 turnover of the Company dropped down to 829.47 lakh from 1027.95 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.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association of the Company, Mr. Vipul Bhandari and Mr. Amit Lodha, Directors of the Company who retiring by rotation at the ensuing Annual General Meeting being eligible offers themselves for re-appointment.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

The Board of Directors recommended reappointing Shri Bharat Raj Bhandari as Managing Director of the Company for the further period of three years w.e.f. 01.04.2013 As, Mr. Bharat Raj Bhandari is the key person to the company. The re-appointment of Shri Bharat Raj Bhandari as Managing Director for further Three years will be suitable and beneficial for all round growth and development of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountant, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment for financial year ending 31st March 2014 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.43,87,495/- And expenses in foreign currency amounting to Rs.NIL.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the provision of section 383A of companies Act 1956 and Companies (Compliance Certificate) Rule 2001 the company has obtained a certificate from Practicing Company Secretary, certifying that the company has complied with the Provision of the Companies Act 1956 during the Financial Year under review and a copy of such certificate is annexed to the report.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in operations of the company, who through their competence, hard work, co-operation and support, have enabled the company to confront the ongoing challenges in the tourism sector.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace For CROWN TOURS LIMITED Sheraton, Palace Road Jaipur 302006

Bharat Raj Bhandari Kamlesh Bhandari Dated : 18.05.2013 Managing Director Whole Time Director

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Mar 31, 2012

THE MEMBERS

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. in Lacs) 2011-12 2010-11

Revenue From Operations 1027.96 1104.11

Total Income 1064.03 1116.99

Earnings Before Depreciation, Finance Cost, Tax Expenses and Prior period adjustments 84.46 88.02

Depreciation and Amortization 55.97 63.75

Finance Cost 2.69 3.34

Prior period adjustments 2.65 0.76

Earnings Before Tax 23.15 20.17

Tax Expenses 5.97 3.69

Profit For the Year 17.18 16.48

Paid up Share Capital 310.00 309.90

Reserve & Surplus 332.18 315.00

Net Worth 642.18 624.90

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs.1064.03 lacs against Rs. 1116.99 lacs in the previous year. The Company earned net profit of Rs.17.18 lacs as compared to Rs. 16.48 lacs in previous year.

INDUSTRY STRUCTURE & DEVELOPMENTS

The inborn human instinct leading to charm of visiting significant destinations, be it for pilgrimage, historic/heritage , leisure or even adventures will perhaps never recede in the mankind. Tourism is an important industry in an Indian economy also providing employment to millions of persons. Ranked among the fastest growing sectors, it is also a leading sector for foreign exchange generation. Even when affordable funds were not at hand for the tourists because of stringent conditions, yet the first liking for parting money for Corporate & pleasure tours, still remains on high priorities, worldwide. Not as a sudden surprise, the domestic tourism has jumped ahead the international tourism in many sectors, particularly Kerla, Rajasthan & Madhya Pradesh.

The Company hence is quite hopeful to reap good quantum of fruits of this nerve of general public who have affordable surpluses for utilization for their leisure. Of course, the Company Management is well aware that such hopes would not be sole strategy to achieve desired and targeted results in Company''s health. Diversions into other segments of Tourism like catering to Meetings, Conferences and other lucrative events is perhaps the most preferred alternative. Any diversions would require certain modifications and additions in the necessary infrastructure required and also certain extra attractions for the Organizers and so also participants. The Company has to spelt out providing several VALUE ADDED offerings and expects an appreciable outcome with such plans. A big leap has already been taken by successfully arranging the Conference of all India Parliament Speakers Conference in September, 2011, which was quite viable.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association of the Company, Mr. Dinesh Golecha and Mr. O.P. Agarwal, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

The Board of Directors recommended reappointing Shri Kamlesh Bhandari as Whole Time Director of the Company for the further period of three years w.e.f. 01.10.2011. Mr. Kamlesh Bhandari is the key person to the company and possesses vast experience of General Management. The re- appointment of Mr. Kamlesh Bhandari as Whole Time director for further Three years will be suitable and beneficial for all round growth and development of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures ;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual general Meeting and are eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment for financial year ending 31st March 2013 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per Section 217(2A) of the Companies Act.1956 read with Company (Particulars of Employees) Rules, 1975 as amended is not required to be given.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs.31,92,852/- and expenses in foreign currency amounting to Rs.NIL.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming compliance with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

INDUSTRIAL RELATIONS

Industrial Relations are cordial. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the company.

DEPOSITS

The company has not accepted any fixed deposit during the year under review.

ACKNOWLEDGEMENTS

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in growth of the company, who through their competence, hard work, co-operation and support, have enabled the company to achieve new heights.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace For CROWN TOURS LIMITED Sheraton Palace Road Jaipur 302006

Bharat Raj Bhandari Kamlesh Bhandari Dated: 29.05.2012 Managing Director Whole Time Director

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Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statement of Accounts of your company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarized below : -

(Rs. in Lacs) 2010-11 2009-10

Operating Receipts 1169.99 1062.33

Profit before Depreciation & Interest 86.88 92.78

Less: Depreciation & Interest 65.96 65.70

Net profit for the year before Tax 20.93 27.08

Less: Provision for Taxation/Deferred 3.69 6.51 Tax / Fringe Benefit Tax

Net Profit after Tax 16.48 20.57

Add: Balance brought forward 295.50 274.93

Balance Carried to Balance Sheet 311.98 295.50

FINANCIAL PERFORMANCE

During the year under review, your Company has earned total revenue of Rs. 1169.99 lacs against Rs. 1062.33 lacs in the previous year. The Company earned net profit of Rs. 20.93 lacs as compared to Rs. 27.08 lacs in previous year.

INDUSTRY STRUCTURE & DVELOPMENTS

In previous year''s Directors report, the Company Management expected that the painful pangs of all round severe plunge in the world economic environment would be arrested and start stabilizing by January, 2011, Fortunately, the total industrial sector, much so the tourism sector, did have a sign of some relief in 2010-11, when the down trend onslaught in inbound tourist traffic was abated consequent to the improved world economic scenario. As a natural consequence, it was necessary for every one, to confront the ''survival of the fittest'' syndrome by attractive offers at rock bottom rates best suited to their clients and drastically reduce the expenditure outflow by cutting corners at all stages.

Your management with a critical and discreet foresight, effectively combated this requirement which not only improved the turnover quantum but also maintained Net Profit for 2010-11 at a conmfortable level.

The effective tourist inflow ill commence around mid September, 2011 and with all the untiring efforts to capture new market vistas, your Directors are quite hopeful to achieve substantial improvement both in total Sales and the bottom line figures.

DIVIDEND

Yet waiting for the complete normalcy to be resumed, Your Directors have not recommended any Dividend for the current financial year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual report.

DIRECTORS

In terms of Article 89 of the Articles of Association of the Company, Mr. Vipul Bhandari and Mr. Amit Lodha, Directors of the company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

A brief resume of the directors retiring by rotation at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance forming part of the Annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES, 1956

Your directors confirm that:

(a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed. Further, there have been no material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Kalani & Company, Chartered Accountants, as Statutory Audditors of the Company holds office until the conclusion of the ensuing Annual general Meeting and eligible for re-appointment.

The Company has received letter from M/s Kalani & Company, Chartered Accountant, to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Member are requested to consider their re-appointment for financial year edning 31st March 2012 on remuneration to be decided by the Board of directors of your company.

Auditor''s observations are self explanatory read with notes on accounts and need no further explanation.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. The Directors affirm their commitment to the policies as prescribed which set out the systems, Process and policies confirming to the Corporate Governance Standards.

A certificate from the Auditors of the Company M/s Kalani & Company, Chartered Accountant, confirming complaince with conditions of corporate governance as stipulated under the aforesaid Clause 49, is annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are NIL

INDUSTRIAL RELATIONS

Industrial Relations are cordiac. Your Directors wish to express their appreciation for the dedicated services rendered by the workmen, staff and officers of the Company.

DEPOSIT

The company has not accepted any fixed deposit during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

1. Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company being the company in service trade.

2. Total Foreign exchange receipt out of the tickets sold and transport services to foreigners to the tune of Rs. 29,37,554/- and expenses in foreign currency amounting to Rs. Nil.

ACKNOWLEDGEMENT

The Board expresses and places on record its sincere gratitude for co-operation, guidance and advice received from the Andhra Bank, ICICI Bank, The Bank of Rajasthan, Central & State Tourism Departments, and Central & State Government Depts. for their valued patronage. The Directors thank the company''s valued and esteemed customers for their continued patronage. They would also like to acknowledge the continued support of the company''s shareholders in its entire endeavor. Your Directors also thank the employees of the Company at all levels for their active participation and contribution in growth of the company, who through their competence, hard work, co-operation and support, have enabled the company to achieve new heights.

REGISTERED OFFICE By order of the Board Opp. Hotel Rajputana Palace FOR CROWN TOURS LIMITED Sheraton, Palace Road Jaipur – 302006

Sd/- Sd/- Bharat Raj Bhandari Kamlesh Bhandari Dated : 30-05-2011 Managing Director Director