TO,
THE MEMBERS,
SAILANI TOURS N TRAVELS LIMITED
(FORMERLY CALLED SAILANI TOURS N TRAVELS PRIVATE LIMITED)
Your directors have pleasure in presenting their Annual Report on the business and
operations of the company together with the Audited Statement of Accounts for the period
ended 31st March, 2022.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
| Particulars |
Year ended 31st March
2022(Rs ‘000) |
Year ended 31st March
2021(Rs ‘000) |
| Turnover |
1,00,708.69 |
10,991.18 |
| Profit/(Loss) before taxation |
1,858.53 |
367.63 |
| Less: Current Tax |
302.96 |
63.78 |
| Less: Tax Provision of Prior Years |
0.91 |
117.99 |
| Less: Deferred Tax |
2.75 |
178.05 |
| Profit/(Loss) after tax |
1,551.92 |
7.80 |
| Add: Prior Period Income |
15.11 |
0 |
| Add: Balance B/F from the previous year |
599.84 |
592.04 |
| Balance Profit / (Loss) C/F to the next year |
2,166.68 |
599.84 |
STATEMENT OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
During the year under report, your company had earned gross revenue of Rs.
10,07,08,695/- as compared to Rs. 1,09,91,178/- in the immediately previous year. Profit
after tax for the year under report amounted to Rs. 15,51,928/- as compared to Rs. 7,804/-
in the immediately previous year.
Due to Covid19 pandemic, the business prospect of the company has been affected very
adversely. However, Board of Director's are equally optimistic for the future opportunities post pandemic.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there has been no change in the nature of business of the Company. DIVIDEND
The Company has not declared any dividend during the Financial Year under
consideration, as the company wants to preserve the financial resources for future
expansion.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND
Provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no
dividend declared and paid last year.
AMOUNTS TRANSFERRED TO RESERVES
During the year under report a sum of Rs. 20,00,000/- (Rs. Twenty Lakh) has been
transferred from Surplus in Profit & Loss Account to General Reserve.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
During the year under consideration, neither ant company became nor ceased to be a
subsidiary/ joint venture/ associate of the Company.
CHANGE IN SHARE CAPITAL OF THE COMPANY AUTHORISED
SHARE CAPITAL
A. The Authorized Share Capital of the Company as on 31st March, 2022 was:
a) The authorized share capital of company increased to Rs 6,00,00,000 (Rupees Six
Crores only) divided into 60,00,000 (Sixty Lakhs) Equity shares of Rs 10 each from Rs.
2,50,00,000 (Rupees Two Crore Fifty Lakhs only) divided into 25,00,000 (Twenty-five Lakhs)
Equity Shares of Rs. 10 each (Rupees Ten Only).
B. The Paid-up Share Capital of the Company as on 31st March, 2022 was:
a) Rs. 1,53,00,000 (Rupees One Crore Fifty-three Lakhs only) divided into 15,30,000
(Fifteen Lakhs Thirty Thousand) Equity Shares of Rs. 10 each (Rupees Ten Only). There has
been no change in the Paid-up Share Capital compared to FY 2020-21.
There has been changes in Paid-up Share Capital
after the March 2022. At present, Paid-up Share Capital of the Company are as follows:
a) Authorized Share capital is 6,00,00,000 (Rupees Six Crores) divided into 60,00,000
(Sixty Lakhs) equity shares of Rs. 10/- each (Rupees Ten Only).
b) Paid-up share capital of the company is Rs. 4,70,40,000 (Rupees Four Crores Seventy
Lakhs Forty Thousand only) divided into 47,04,000 (Ten Thousand) Equity Shares of Rs. 10/-
each (Rupees Ten Only).
MATERIAL CHANGES AND COMMITMENTS
After the completion of financial year and before adoption of Board Report, the company
has issued and allotted 1,910,000 Equity Shares of Rs. 10 each fully paid up for
consideration other than cash pursuant to meeting of the Board of Directors held on 20th
April, 2022. Further, 12,64,000/- Equity Shares of Rs.10/- each had been allotted through
Initial Public Offering (IPO) in BSE SME Platform of BSE Limited. Equity Shares of the
Company got listed on 8th July 2022 on the BSE SME platform of Bombay Stock
Exchange.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL RIGHTS
The Company has not issued Equity Shares with Differential Rights as stated in Rule
4(4) of Companies (Share Capital and Debenture Rules, 2014) for the Financial Year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not provided any Stock Option Scheme to the employees as stated in Rule
12(9) of Companies (Share Capital and Debenture Rules, 2014).
DISCLOSURE 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(13) of Companies (Share Capital and Debenture Rules, 2014).
DEPOSITS
The company has not accepted any deposits during the year.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any regulator(s) or Court(s) or
Tribunal(s) impacting the going concern's status and Companies operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has an adequate system of internal control procedure as commensurate with
the size and nature of business, which ensures that all assets are safeguarded and
protected against loss and all transactions are recorded and reported correctly.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Companies as on 31st March, 2022 is attached as Annexure
A. The same will be available on the website of the company at www.sailanitours.com.
NUMBER OF BOARD MEETINGS
During the financial year under review, the Company had 13 (Thirteen) Board meetings as
follows:
| S. No. |
Date of Meeting |
Total no. of directors |
No. of Directors Presen |
| 1 |
21-04-2021 |
4 |
4 |
| 2 |
16-06-2021 |
4 |
4 |
| 3 |
10-09-2021 |
4 |
4 |
| 4 |
18-09-2021 |
4 |
4 |
| 5 |
11-10-2021 |
4 |
4 |
| 6 |
21-10-2021 |
4 |
4 |
| 7 |
23-10-2021 |
4 |
4 |
| 8 |
26-10-2021 |
3 |
3 |
| 9 |
13-11-2021 |
3 |
3 |
| 9 |
15-11-2021 |
3 |
3 |
| 10 |
17-01-2022 |
5 |
5 |
| 11 |
24-01-2022 |
5 |
5 |
| 12 |
01-02-2022 |
5 |
5 |
| 13 |
31-03-2022 |
5 |
5 |
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
UNDER 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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
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. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.
Attention of the members is drawn to the disclosures of transactions with the related
parties is set out in Notes to Accounts forming part of the financial statement.
STATUTORY AUDITORS
During the year, previous auditors of the Company, M/s Kedia Dhandharia & Co.,
Chartered Accountants resigned. 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 AUDITOR
Ms. Prachi Bansal, Practising Company Secretary (C.P. No 23670) has been appointed as
Secretarial Auditor of the company for the Financial Year 2022-2023.
INTERNAL AUDITOR
M/s Mahendra Subhash & Co., Chartered Accountants, have been appointed as Internal
Auditors of the company for the Financial Year 2022-2023.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
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 technology and research and development. Therefore, the particulars in the
Companies (Accounts) 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, the
Company takes every effort to ensure optimum use of energy by using energy efficient LED
Lightings, Air-Conditioners etc.
B. Foreign Exchange Earnings and Outgo
As the Company is engaged in the business of travel and tourism industry and also
holding Forex License, foreign exchange and outgo largely happens on account of
passengers. There have not been any foreign exchange earnings on companies own account.
There has been outgo of Rs. 23,447/-. In foreign currency on account of bank charges.
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:
Change in Directors and Key Managerial Personnel during the year under review;-
| Sr. No. |
Name of Directors |
DIN |
Designation |
| 1. |
Mr. Durgadas Ghosh |
09308295 |
Managing Director |
| 2 |
Mrs. Sunita Chanani |
03424886 |
Executive Director |
| 3 |
Mr. Krishna Kumar Chanani |
00369417 |
Non-Executive Director |
| 4 |
Mr. Shailendra Jain |
09684301 |
Non-Executive Director |
| 4 |
Mr. Manoj Pasari |
06463922 |
Independent Director |
| 5 |
Mrs. Gajal Agarwal |
09422962 |
Independent Director |
> Mr. Durga Das Ghosh was appointed as Chief Financial Officer of the Company on 26th
October 2021.
> Ms. Purvi Agarwal was appointed as Company Secretary on 26th October
2021.
> Mr. Ajoy Kumar Prasad and Mr. Pradip Bose has resigned from the directorship of
the Company on 21st October, 2021.
> Mr. Manoj Pasari and Ms. Gajal Agarwal has been appointed as independent director
of the company on 7th December, 2021.
> Mr. Shailendra Jain was appointed as Additional Director on 1st August,
2022. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
I. Audit Committee
II. Stakeholders
' Relationship
Committee
III. Nomination and Remuneration Committee
AUDIT COMMITTEE
Constituted in Compliance with Section 177 of the Companies Act, 2013:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Ms. Gajal Agarwal |
Chairman |
Independent Director |
| Mr. Manoj Pasari |
Member |
Independent Director |
| Mr. Durgadas Ghosh |
Member |
Director |
Company Secretary and Compliance Officer of our
Company would act as the Secretary to the Audit Committee.
Scope and functions of the Committee:
The Scope and functions of the Audit
Committee is in accordance with Section 177 of the Companies Act 2013 and includes the
following:
a. the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
b. review and monitor the auditor's independence and performance, and effectiveness of audit process;
c. examination of the financial statement and the auditors' report thereon;
d. approval or any subsequent modification of transactions of the company with related
parties.
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company, wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
Constituted 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 Pasari |
Member |
Independent Director |
| Ms. Sunita Chanani |
Member |
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 and
includes 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.
NOMINATION AND REMUNERATION COMMITTEE
Constituted in Compliance with Section 178 of the Companies Act, 2013:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Mr. Manoj Pasari |
Chairman |
Independent Director |
| Ms. Gajal Agarwal |
Member |
Independent Director |
| Mr. Krishna Kumar |
Member |
Non-Executive Director |
| Chanani |
|
|
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
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
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.
The 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 familiarization 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(i)(b) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended, has been submitted by the independent director of
the Companies.
DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT
& REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Your company has not paid any remuneration attracting the provisions of Rule 5(2) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence,
no information is required to be in this regard.
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 Annexure -B.
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 which 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.
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 victimization 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 2021-22, 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 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.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013
This policy is applicable to employees, workers, volunteers, probationer and trainees
including those on 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 our premises the Company shall perform all reasonable and necessary steps to
support our employee.
LISTING FEES
The Equity Shares of the Company got listed on BSE (SME Platform) Limited on 8th
July, 2022 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,
2022, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments 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 31st March 2022 and of the profit
of the Company for that period;
c) The 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 had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f) They have 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. Your 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.
For and behalf of Sailani Tours N Travels Limited
(formerly called Sailani Tours N Travels Private Limited)
| Date: 01.08.2022 |
|
|
| Place: Kolkata |
Sd/- |
Sd/- |
|
(Durgadas Ghosh) |
(Krishna Kumar Chanani) |
|
Managing Director |
Director |
|
DIN 09308295 |
DIN 00369417 |
