To
The Members of
Yaan Enterprises Limited
(Formerly known as Crown Tours Limited)
Your Directors have pleasure in presenting the 35th Annual Report of Yaan Enterprises Limited along with Audited Financial Statements for the year ended 31 st March, 2024,
1, Financial Summary
(Amount Rs. In Lakhs)
Particulars
Total Revenue
Total Expenditure
Profit Before Depreciation And Tax (PBDT)
Less: Depreciation
Less: Finance Cost
Profit Before Tax
Exceptional Items
Profit before Tax
Prior Period Items
Less: Provisions for Taxation Including Deferred Tax
Profit/(Loss) After Tax
No amount is proposed to be transfer to General Reserves in the Financial Year 2023-24.
2. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has earned total revenue of Rs, 502.99 lakhs against Rs. 246.77 lakhs in the previous year. The Company has net profit of Rs. 49.03 lakhs as compared to Net Profit of Rs. 6.30 lakhs in previous year.
Despite the challenges faced during the pandemic, we have managed to showcase consistent profitability and growth, which is a testament of the Company's resilient business models, strong fundamentals and increase in operational efficiency, during this period.
The Board of Directors has considered from time-to-time proposals for diversification into areas which would be profitable for the Company as part of diversification Plans. During the year under review, the company has done the assignments for construction and infrastructure activities.
3. DIVIDEND
No Dividend was recommended by the Board of Directors due to inadequate profits during the financial year 2023-2024.
4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
There has been no such material changes and/or commitment which could affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report
5. CHANGE IN NATURE OF BUSINESS
There was no change in business activities of the company during the period under Review.
6. SUBSIDIARIES/ JOINT VENTURES /ASSOCIATE COMPANIES
There has been no Subsidiary, Associate Company, and joint venture of the Company. Further, during the reporting period, no company has become or ceased to be a subsidiary/ joint venture or associate Company.
7. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)
The Board of Directors consists of 6 (Six) members, of which 3 (Three) are Independent Directors. The Board also comprises of one Woman Director.
During the year under review, Mr. Ravi Sellappan (DIN: 0330183?) has tendered his resignation as the Independent Director of the Company w.e.f. 30th October, 2023.
During the year under review, Mr. Venkata Siva Teja Yarlagadda (DIN: 10480811) as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company with effect from 27th January, 2024
The Key Managerial Personnel ("KMP") of your Company are Mr, Ranjith Soman, Chairman and Managing Director, Ms. Shalaka Rupesh Gopale, CFO and Ms. Rajpriya Khandelwal, Company Secretary. Ms. Rajpriya Khandelwal, (M No: ACS 29297) resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 08th April, 2024, and Ms. Prachi Gupta, (M No: ACS 44493) appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 6th, July, 2024
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Veena Ranjith (DIN: 02187295) is liable to retire by rotation at the 35th Annual General Meeting and being eligible offers herself for re- appointment.
The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.
8, DISCLOSURES UNDER THE COMPANIES ACT. 2013
i. Annual ReturnfThe Annual Return in accordance with the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 and rules made there under is available on Company's website and can be accessed at https://www.yaanenterprises.com/.
ii. Meeting of Board of Directors: the Board of Directors of the company met 4 (Four) times during the year. The intervening gap between any two meetings was within the time period and the quorum at these meetings was in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and the Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India. The following Meetings of the Board of Directors were held during the Financial Year 2023-24.
S.No.
1
2
3
4
The particulars of the Directors and attendance at the Board Meetings during the year, the attendance in the last Annual General Meeting, number of other directorships (excluding directorship in Yaan Enterprises Limited) and Committee are as follows;
No. Name of Directors & Designation
Attendance at the meeting
No. of Directorship as on~31.03.2024
No. of Committees positions held in the other public companies as on~31*Marcia0~24
BOD
AGM held on~30.09.2023
Member
1 Ranjith Soman Managing Director
Yes
0
2 Rajan Bal Krishna Raichura Non-Executive Independent Director
3 Veena Ranjith Non- Executive Director
4 Rajat Ranjith Vaidyar Non-Executive~Director
5 Ravi Sellappan Non- Executive~Independent~Director
6
7• Mr, Venkata Siva Teja Yarlagadda Non- Executive~Independent~Director
No
Meeting of Independent Directors
In compliance of Section 149 of Companies Act, 2013 and the provisions of Listing Regulations a separate meeting of Independent Directors was held on 27th January, 2024, Attendance of Independent Directors at the meeting is given hereunder:
Nameof Director
Mr. Rajan Balkrishna Raichura
Mr. Praveen Kumar Munta
iii. Committees of the Board:
Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.
Audit Committee:
The Audit Committee comprises of three members out of them two are Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman) and Mr. Praveen Kumar Munta. All the recommendations made by the Audit Committee were accepted by the Board. During the financial year 2023-2024 the Committee met Four times as follows, on 27.05.2023, 12.08.2023, 28.10.2023, 27.01.2024 the attendance of members at the meetings is as under:
NameofMembers
Meetings
Entitledtoattend
Nomination & Remuneration Committee:
The Nomination & Remuneration Committee comprises of three members out of them two are Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman), Mr. Praveen Kumar Munta. During the financial year the committee met Two times on 27,05.2023 and 27.01.2024 the composition of the committee and attendance of members at the meetings are as under
Nameof Members
Stakeholders4 Relationship Committee:
The Stakeholders' Relationship Committee comprises of three members out of them two are Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman), and Mr. Praveen Kumar Munta. During the year the committee met one times as follows on 27.05.2023, the composition of the committee and attendance of members at the meetings are as under:
Mr. Rajat Ranjith Vaidyar
iv. Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2024 and state that:
(i) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the
applicable accounting standards have been followed with proper explanation relating to material departures.
(ii) The Directors had 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 profit of the Company for that period.
(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of die Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors had prepared the annual accounts for the financial year ended 31st March, 2024 on
a going concern basis.
(v) The Directors had laid down proper internal financial controls to be followed by the company and
that such internal financial controls are, adequate and are operating effectively.
(vi) That 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.
v. Independent Directors:
As per declaration received from Independent Directors they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by die Nomination and Remuneration Committee and by the Board of all the Independent Directors of the Company by considering the parameters such as whether 1he Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc., the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. The Independent Directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.
vi. Board Evaluation:
In terms of requirements of Listing Regulations and provisions of Companies Act, 2013, Nomination and Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Company's perspective.
The Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually including Independent Directors (excluding the director being evaluated) has been made.
Board evaluation was carried out on the basis of questionnaire prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Board's functioning such as development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.
Performance evaluation of Directors was earned out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board ofDirectors.
Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman/ Managing Director was carried out, taking into account the views of Executive and Non-Executive Directors.
The performance of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, have appropriate number of meetings held each year to accomplish all of its responsibilities, maintain the confidentiality of its discussions and decisions, conduct self- evaluation at least annually, make periodical reporting to the Board along with its suggestions and recommendations.
Independent Directors' performance evaluation was carried out on parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management etc.
The Board/Directors expressed their satisfaction with the evaluation process.
vii. Particulars of Contracts and 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. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed to die Board's Report as Annexure 1.
All Related Party Transactions entered into during the financial year were placed before the Audit Committee and the Board ofDirectors for approval. The Company has a process in place to periodically review and monitor Related Party Transactions, Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature. All the related party transactions were in the ordinary course of business and at arm's length basis.
There were no material subsidiary companies as define in Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Related party transactions entered
during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended 31st March, 2024.
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
Iink:https://www. vaanenterprises.com/wp-content/uploads/2Q22/Q4/2-ReIated-PartvTransaction-Policv- NA.t>df.
viii. Remuneration Policy:
The brief of the Remuneration policy has been uploaded on website of the company at
https://www.vaanenterprises.com/wp-content/uploads/2Q22/04/7-Remuneration-Policv.pdf
9. CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of Mia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company during the financial year 2023-24. Consequently, the Compliance Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations do not form part of this Annual Report for the Financial Year 2023-24.
10. VIGIL MECHANISM
The Company has a Whistle Blower & Vigil Mechanism Policy and has established the necessary vigil mechanism for grievances Redressal of the Directors and employees to report concerns about unethical behavior. All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation. The said policy has been uploaded on the website of the Company and may be accessed at the link https://www.vaanenterprises.com/wp- content/uploads/2022/04/5-Whistle-blower-policy-and-vigil-mechanism.pdf.
11. RISK MANAGEMENT
The Board has developed and implemented a Risk Management Policy which assists the Board to have a check upon all the risk factors that the organization faces such as strategic, financial, credit, market, liquidity, security, properly, IT, legal, regulatory, reputational and other risks and assist the Board to overcome the Risks. Risk Management Policy has been reviewed and approved by the Board and Audit Committee and the same is available on the website and may be accessed at the link: https://www.yaanenterprisesxom/wp-content/upioads/2Q22/04/8-RISK-MANAGEMENT-PQLICY.pdf.
12. 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, 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. For the assurance of best possible Internal Financial Controls to be followed by the Company, furtherance to the current Internal Financial Controls, a Policy of Internal Financial Control 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: https://www.vaanenterprises.com/wp- content/uploads/2022/04/4-Intemal-Fmancial-Control-Policv.pdf.
Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: 121233W),the Statutory Auditor of the Company, audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).
13.STATUTORY AUDITORS AND THEIR REPORT
The statutory auditor of Company, Koshal & Associates, Chartered Accountants Mumbai (FRN No.: 121233W) was appointed for a period of 5 (five) years from the conclusion of 32nd Annual General Meeting (AGM) till the conclusion of the 37th Annual General Meeting of the Company. The report given by the statutory auditor on the financial statements of the Company is part of the Annual Report. There are no qualifications, observations or adverse remarks in the Auditors' Report for the financial year 2023-24 which require any clarification/explanation. The Notes on financial statements are self- explanatory, and needs no further explanation. There have been no frauds reported by auditors under subsection (12) of section 143 of Companies Act, 2013.
14 COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company and accordingly no such accounts and records are made and maintained.
15l 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 as per the provisions of Section 135 of the Companies Act, 2013.
16. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED
The company has given inter-corporate Loans to non-related parties and the company has not made any investment during the year under review. No Guarantee given or Securities provided by the Company during the year under review.
17.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 Yaan Enterprises 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: https://www.vaanenterprises.com/wp-content/uploads/2022/Q4/3-Code-of-conduct- for-prevention-of-insider-trading.pdf
18. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREl GN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy: Being a part of this Industry, Company's operations are not such energy intensive. However, adequate measures have been taken to conserve the consumption of energy.
(i) The steps taken or impact on conservation of energy : The Company always emphasized on the conservation of energy, it installed energy efficient equipments and this results in less consumptions of the energy, comparatively and also supports go green initiative.
(ii) The steps taken by the company for utilizing alternate sources of energy: Installation of invertors /generators has been done as the alternate sources of energy.
(iii) The capital investment on energy conservation equipments: Investments in installation of invertors/ generators.
B. Technology absorption: Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology.
(i) The efforts made towards technology absorption: The Company continues to make substantial investments in its technology platforms and systems and spread its electronically linked branch network. The software called "Yatra" is used for connectivity among the branches concerned to the accounts and operational activities of the Company.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.
(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year: NA.
(hr) The expenditure Incurred on Research and Development : NIL
C. Foreign Exchanges Earnings & outgo (In Rs): NIL
19. 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
There has been No significant or material order passed by regulators or courts or tribunals which would impact the going concern status and company's operations in future.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-2, In terras of the provisions of Section 197(12) of the companies Act, 2013 read with Rules 5(2) and 5(3) of die Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of employees and other particulars of the top ten employees is annexed herewith Annexure-3 and further we confirm that no employee drawing remuneration in excess of the limits as provided in the said rules,
21. DISCLOSURES REGARDING ESOPs
The Company has not provided any Stock Option Scheme to the employees.
22MANAGEMENT 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.
23. DEPOSIT
During the year under review, your Company has not accepted any deposit within Ihe meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.
24. SHARE CAPITAL
During the year under review, there were no change in the Capital Structure of the Company, the authorised and paid - up share capital of the Company remain unchanged. The Company has not issued Shares, Debentures with differential voting rights, granted stock options and sweat equity shares during the year.
2& SECRETARIAL AUDITOR
The Board has appointed MIs B K & Associates, Company Secretaries in Whole-time Practice, (COP: 12636) to cany out Secretarial Audit of the Company for financial year 2023-24 under the provisions of Section 204 of the Companies Act, 2013.
The Report of Secretarial Auditor is annexed with this report as Annexure-4. There are no qualifications, observations or adverse remark or disclaimer in the said report.
26. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
None of the shares of the company are lying in demat suspense account / unclaimed suspense account
27. COMPLIANCE OF SECRETARIAL STANDARDS
Your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such system is adequate and operating effectively and the applicable Secretarial Standards have been duly complied by your Company.
28. INTERNAL AUDITOR
The Board has appointed M/s Namita & Co., Chartered Accountants to carry out internal Audit of the Company for financial year 2023-24 under the provisions of Section 138 of the Companies Act, 2013.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013:
The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received and disposed of during the year 2023-24,
30. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
i. No fraud was reported by Ihe Auditors to the Audit Committee or Board;
ii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
31. LISTING OF SHARES
The shares of the Company are listed on BSE Limited and the listing fee for the year 2023- 2024 has been duly paid.
32. ACKNOWLEDGEMENT
The results of an organization are great reflective of ihe efforts put in by the people who work for/ with the company. The Directors frilly recognize the contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record their sincere appreciation to Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, and Auditors, Financial Institutions and other individuals / bodies for their continued support.