Directors Report of Sailani Tours N Travels Ltd.

Mar 31, 2024

Your directors have the pleasure in presenting their Annual Report on the business and operations
along with the Audited Financial Statements (standalone and consolidated] of the company for the year
ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

During the year under review, the performance of your company was as under:

	Standalone		Consolidated
Particulars	Year Ended on March 31, 2024	Year Ended on March 31, 2023	Year Ended on March 31, 2024	Year Ended on March 31, 2023
Revenue from operations	2,34,627.26	2,55,241.29	2,34,627.26	“
Profit/(Loss) before	4,201.10	5,963.41	4,201.10
taxation				__ __
Less: Current Tax	190.00	1,605.61	190.00	“
Less: Tax Provision of prior years	174.53	33.84	174.53
Less: Deferred Tax	865.27	(101.53)	865.27	• 4
Profit/(Loss) aftertax	2,971.30	4,425.49	2,971.30	.
Add. Prior Period Income	-	-	-	*
Add: Balance B/F from the previous year	4,592.35	166.86	4,592.35
Less: Transfer to General Reserve	-
Balance Profit / (Loss) C/F	7,563.64	4,592.35	7,563.64
to the next year	_		--------	1_—

r STATEMENT OF COMPANY''S AFFAIR AND FUTURE OUTLOOK

The brief highlights of the Company''s performance (Consolidated) for the financial year ended March

31,2024 are:

• During the year under report, your company had earned gross revenue of Rs. 2,34,627.26 (in
thousands) as compared to Rs. 2,55,241.29 (in thousands) previous financial year.

• Profit after tax for the year under report amounted to Rs. 2,971.30 (in thousands) as compared
to Rs. 4,425.49 (in thousands) in the previous financial year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. Your Company continues to be
in the business of Travel and Travel related services.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of directors
doesn''t declare dividends as the company is at a growing stage and requires funds for expansion. Your
directors do not recommend any dividend for the year ended 31st March 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared

and paid.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to General Reserve. At the end of the previous
year, the balance of General Reserve was Rs 2,000.00 (in thousands). After adjusting the balance of
Profit and Loss account and Securities Premium received during the year, the Reserve and Surplus
balance for financial year 2023-24 is resulted in Rs. 25,433.64 (in thousands) which is reflected under
the head Reserves and Surplus.

DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features
of the financial statements of the subsidiary(ies) and associate(s) companies in Form AOC-1 is provided
in this Report. The statement also provides details of performance and financial position of the
subsidiary. The Consolidated Financial Statement presented by the Company include the financial
results of its subsidiary company.

The Company has a wholly owned subsidiary company i.e., Travotale Private Limited (ON:
U52291WB2023PTC260506) incorporated on 19th March 2023. There are no associates or joint venture
companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act ).

CHANGE IN SHARE CAPITAL OF THE COMPANY

During the Financial Year under review, there has been no change in the Authorized, Issued, Subscribed
and Paid-up Equity Share Capital of your Company.

A. The Authorized Share Capital of the Company as on 31^s1 March, 2024 was:

• Rs. 6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lakhs) Equity Shares of Rs. 10
each (Rupees Ten Only).

B. The Paid-up Share Capital of the Company as on 31“ March, 2024 was:

• Rs. 4,70,40,000 (Rupees Four Crores Seventy Lakhs Forty Thousand only) divided into 47 04 000
(Forty-Seven Lakhs Four Thousand, Equity Shares of Rs. 10 each (Rupees Ten Only)

?EPOSITS UiyDER CHAPTER V OF COMPANIES ACT. 2013

& 76 of the Com''pan''ies AcOOlTmad with theRules"¹ T ^df^P°^{SitS Wi,hln the meanin}8 of Section 73
principal or Interest on deposit was outstanding as of the™ lanceTbeet'' date”^1am°''‘^M °''

CONSOLIDATED FINANCIAL STATEMENTS

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There Is no material changes and commitments occurred between the e„H

Company and the date of this report which will affect the finanlTposittn “Z! ^ °'' ^
SECRETARIAL STANDARDS

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STATEMENT OF DEVIATION OR VARIATION
DISCj^URE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review as specified in Rule
8(131 of Companies (Share Capital and Debenture Rules, 2014), “ ^C

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WEBLINK OF ANNUAL RETURNS

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NUMBER OF BOARD MEETINGS

During the financial year under review, the Company had 8 (Eight) Board meetings as follows:

S. No.	Date of Meeting	Total no. of directors	No. of Directors Present
1	14-04-2023	6	6
2	29-06-2023	6	5
3	03-08-2023	6	5
4	30-08-2023	6	5
5	30-09-2023	4	4
6	13-11-2023	5	5
7	29-02-2024	5	5
8	29-03-2024	5	5

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UN PER SECTION 186

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL
PERSONNEL) RULES. 2014

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure ''A''.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions during the financial year were entered in the ordinary course of business
and on arm’s length basis. All related party transactions are reported to and approved by the Audit
Committee and Board of Directors. There were no material related party transactions entered into by
the Company with the Promoters, Directors, Key Managerial Personnel which may have a potential
conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.

The policy on dealing with Related Party transactions is disclosed on the Company''s website.

STATUTORY AUDITORS

M/s P. Mukherjee & Co., Chartered Accountants (Firm Registration Number: 0304143E) has been
appointed as Statutory Auditor of the company in the Annual General Meeting conducted on 30th
November 2021 for term of 5 years.

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

SECRETARIAL AUDIT

Mr. Suresh Chandra Pal, Practising Company Secretary (C.P. No 11952) has been appointed as
Secretarial Auditor of the company for the Financial Year 2023-2024.

The Report in Form MR-3 is enclosed as Annexure-’B¹ to this Annual Report and there are no
qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in

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INTERNAL AUDITOR:

M/S Kedia Dhandharia & Co., Chartered Accountants, have been appointed as Internal Auditors of the
company for the Financial Year 2023-2024.

CO^EUVArjON _0F ENERGY,—TECHNOLOGY. ABSORPTION FOREIGN EXCHANGE EARNINGS AND
UU i GO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under.

A. Conservation of Energy, Technology Absorption

The Company being in the travel and tourism industry, its activities do not involve any expenditure on
techno ogy and research and development. Therefore, the particulars in the Companies (Accounis)
Rules, 2014, as amended, in respect of conservation of energy and technology absorption, it is not
applicable to the Company, Further, the operations of the Company are not energy intensive. However

e Company takes every effort to ensure optimum use of energy by using energy efficient LED
Lightings, Air-Conditioners etc.

8. Foreign Exchange Earnings and Outgo

As .he Company is engaged In the business of travel and tourism mdustry and also holds Forex License
foreign exchange and outgo largely happens on account of passengers.

Foreign exchange earned in term of actual inflows during the financial year 2023-24 was Rs NIL

Foreign exchange outgo in term of actual outflows during the financial year 2023-24 was Rs 31 105 15
(in thousands)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The board is properly constituted as per the provisions of the Companies Act, 2013 The Board at
present comprises of:

Sr. No.	Name of Directors	DIN	Design atinn
| 1	Mrs. Sunita Chanani	03424886	Executive Director
t_	Mr. Krishna Kumar Chanani	00369417	Non-Executive Director
3	Mr. Manoj Kumar Pasari	06463922	Independent Director
4 -i	Mrs, Gajal Agarwal	09422962	Independent Director
~ 1	Mrs, Pushpa Devi Chanani	07558570 Non-Executive Director -----J_

Details of Key Managerial Personnel

*,N°.	Name of Directors	Designation
1 1	Ms. Purvi Agarwal	Company Secretary
2. __	Mrs. Sunita Chanani	Executive Director

^{V 5 S}''^p''^bei 2023 and resigned on 30" _Sep,e_m6er

resigned from the post _of ManaBlnroTrOTor^d^lfT''''"''''⁰'' ⁰"^,C" °'' “* ^C°^mpa"V’ has
August 2023. ^e «orandCh,ef_F,nanc,al officer of the Company on 5¬

* ^Mrs'' ^|3us(lP^a Devi Chanani (DIN- 07558«;7nt,

^{585701W3S J0POInted} « «*«-, on 27- September 2023

CQMMnjEES OF THE BOARrv

There are currently three Committees of the Board as foil
•• Audit Committee ^0ar°'' ^{as fo,,}°ws:

"• ^Stakeho,ders'' Relationship Committee
^Nomina''ⁱ‘>" ^ Remuneration Committee

LAUDIT COMMITTEE

Constituted in Compliance with Section 177 of the r_n •

'' ^or the Companies Art mit-

		]--—---
l,dme or tne Director	Designation in Committee Chairman
( Ms. Gajal Agarwal		| Nature of Directorship
Mr. Manoj Kumar Pasari	Member	independent Director -''
Mr. Durgadas Ghosh* -	Member	independent Director Director ~j

^ ^Gh°^{Sh h3S} — «*» Company _0n 30* September 7073. ^ ^''"''

Committee. '' *** ^COmp,''^{ance 0fflC£?r} Of our Company would act as the Secretary to the Audit

Scppj; andjunctionsjpf the_Committpp-

Act 2013 include the folloJing^ ^ ^C°^{mmi,toe is if1} accordance with Section 177 of the Companies

^ 1—Oation lor appointmant, remuneration and terms o, appointment 0, auditor, o, the
~ -- ^ , and e.0,_of J

Krwmv of intercorporate loan, and towitmenfr ^Ctl0nS “^{mpanv relatM} Parties.

storing,

.^X^onstitutcd in Compliance with Section 178 of the Companies Act, 2013:

Name of the Director	Designation in Committee	Nature of Directorship
Ms. Gajal Agarwal	Chairman	Independent Director
Mr. Manoj Kumar Pasari	Member	Independent Director
Ms. Sunita Chanani	Member	Executive Director

Company Secretary and Compliance Officer of the Company will act as secretary of the Nomination and

Remuneration Committee.

Scope and functions of the Committee:

The Scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178

of the Companies Act 2013 include the following

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the company successfully;

ii. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

iii. remuneration to Directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.

III. Nomination and Remuneration Committee

Constituted in Comoliance with Section 178 of the Comoanies Act. 2013:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Manoj Kumar Pasari	Chairman	Independent Director
Ms. Gajal Agarwal	Member	Independent Director
Mr. Krishna Kumar Chanani	Member	Non-Executive Director

Scope and functions of the Committee:

The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section
178 of the Companies Act which includes shall consider and resolve the grievances of security holders of

the company.

FA Ml LI ARIZAT ION PROGRAMME FOR INDEPENDENT DIRLCFO R

The Company through its Executive Directors / Senior Managerial Personnel conduct programs /
presentations periodically to familiarize the Independent Directors with the strategy, operations and
functions of the Company. Such programs / presentations will provide an opportunity to the
Independent Directors to interact with the senior leadership team of the Company and help them to
understand the Company''s strategy, business model, operations, service and product offerings,
markets, organization structure, finance, human resources, technology, quality, facilities and risk
management and such other areas as may arise from time to time. The programs / presentations shall
also familiarize the Independent Directors with their roles, rights and responsibilities.

Company circulate news and articles related to the industry on a regular basis and may provide
specific regulatory updates from time to time and The Company conduct an introductory familiarisation
program / presentation, when a new Independent Director comes on the Board of the Company

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as
required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013. Initial disclosure pursuant to
Regulation 7 (1)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 201S) as amended, has been
submitted by the independent director of the Companies.

INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the
Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report as
Anne xu re -C.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 companies that
have listed their specified securities on SME Exchange are exempted from compliance with corporate
governance provisions.

Since the equity shares of the company is listed exclusively on SME platform of BSE, the Company is
exempted from compliance with corporate governance provisions, and accordingly, the reporting
requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable
on the company.

y

POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the
Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report
their genuine concerns actual or suspected fraud or violation of the Company''s code of conduct. The
said mechanism also provides for adequate safeguards against victimisation of the persons who use
such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We
confirm that during the financial year 2023-24, no employee of the Company was denied access to the
Audit Committee. The said Whistle Blower Policy is available on the website of the Company at
https://www.sailanitours.com

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day-to-day business operations of the company. The Company
believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form

^>^and the Board has laid down the directives to counter such acts. The Code has been posted on the
Company''s website https://www.sailanitours.com

the Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code
gives guidance through examples on the expected behavior from an employee in a given situation and
the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code. All Management Staff were given appropriate training in this regard.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and
minimization procedures and periodical review to ensure that management controls risk through means
of a properly defined framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment,
management, reporting and disclosure requirements of the Company; the same is available on the
website of the Company at, https://www.sailanitours.com

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS

During the year under review, the Board, In compliance with the Companies Act, 2013 and applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing
Regulations’), has continued to adopt formal mechanism for evaluating its performance and as well as
that of its committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the Boards functioning
such as composition of the Board & Committees, experience & competencies, performance of specific
duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board, as a whole and the Chairman, who were
evaluated on parameters such as their participation, contribution at the meetings and otherwise,
independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the
Chairman and the Non-Independent Directors, Committees of the Board arid Board as a whole were
carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company

DISCLOSURES_UNDER_SEXUAL HARASSMENT OF WOMEN A_T WORKPLACE (PREVENTION.

PROHIBITION & REDRESSAL) ACT 2013

I his policy is applicable to employees, workers, volunteers, probationers and trainees including those
cm deputation, part time, contract, working as consultants or otherwise (whether in the office premises
or outside while on assignment) This policy shall be considered to be a part of the employment contract
or terms of engagement of the persons in the above categories.

^^^^where the alleged incident occurs to our employee by a third party while on a duty outside ou-
premises the Company shall perform all reasonable and necessary steps to support our employee.

THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

lhe Company has not made any application or has any proceeding pending under the Insolvency and
Bankruptcy Code, 2016, Hence the provisions related to the same is not applicable.

THE DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, your company has not gone for one time settlement and also not taken
any loan from the banks or any financial institutions, hence the details regarding the difference of
amount is not applicable on the company.

INSIDER TRADING & STRUCTURED DIGITAL DATABASE

The Company has implemented the Code of Internal Procedure & Conduct as required under the extant
SFBI (Prohioition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured
Digital Database as mandated under the above Regulations.

LISTING FEES

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid
the applicable listing fees to the Stock Exchange till date.

MAINTENANCE OF COST RECORDS

The Board confirms that maintenance of cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and
accordingly, no such records have been made and maintained.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm
that:

a) In the preparation of the annual accounts for the financial period ended 31st March, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b) The Directors have 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 as at March 31, 2024 and of the profit of the Company for
the year ended on that date;

c) fhe directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for financial year ended March 31, 2024 ori a
''going concern’ basis;

^c) ^The Directors 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) They Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under
review, tour directors also wish to place on record their deep sense of appreciation for the committed
service of the Executives, staff and Workers of the Company.

By Order of the Board

For Sailani Tours N Travels Limited

Sunita Chananl KK»mtJ KumapCfianani

Executive Director Director/”^ ¦.

DIN 03424886 DIN^ti369417

Place; Kolkata

Date; 3''° September, 2024