Yaan Enterprises Ltd
Directors Reports
To
The Members of
Yaan Enterprises Limited
(Formerly known as Crown Tours Limited)
Your Directors have pleasure in presenting the 33rd Annual Report of Yaan
Enterprises Limited along with Audited Financial Statements for the year ended 31st
March, 2022 .
FINANCIAL SUMMARY
| Particulars |
Amount (Rs. in Lakhs) |
|
2021-22 |
2020-21 |
| Total Revenue |
121.89 |
225.13 |
| Total Expenditure |
132.96 |
231.34 |
| Profit Before Depreciation And Tax (PBDT) |
(11.07) |
(6.21) |
| Less: Depreciation |
0.48 |
8.13 |
| Profit Before Tax |
(11.55) |
(14.34) |
| Exceptional Items |
5.22 |
(326.40) |
| Profit before Tax |
(16.77) |
(340.74) |
| Prior Period Items |
- |
- |
| Less: Provisions for Taxation Including Deferred Tax |
6.40 |
8.98 |
| Profit After Tax (PAT) |
(23.17) |
(331.76) |
No amount is proposed to be transfer to General Reserves in the Financial Year 2021-22.
1. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has earned total revenue of Rs. 121.89 lakhs
against Rs. 225.13 lakhs in the previous year. The Company has net loss of Rs. 23.17 lakhs
as compared to Net Loss of Rs. 331.76 lakhs in previous year.
The travel and tourism industry is one of the worst hit spaces as the tourism landscape
completely has changed due to COVID-19. All key segments - inbound, outbound and domestic,
and leisure, corporate meetings, conference, and exhibitions, came to a standstill as the
pandemic gained momentum across the country and globe.
FY 2021-2022 performance is reflective of the impact of COVID-19 in India.
Additionally, during the year, even without the impact of the pandemic, travel demand in
India were subject to a series of challenging external factors. Other affairs of the
company are detailed in this report.
The COVID-19 pandemic has probably been the most devastating of financial and social
crisis of recent times, leading to Overall recession in the industry and reduction in the
footfall of the Foreign Tourists in India which leads to reduction in the Operational
Turnovers and inadequacy of the profits of the Company and in details it is provided in
Management Discussion and Analysis Report.
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.
Company has decided to diversify its Business activities in the field of jewelery &
gems, developing infrastructure and construction activities. During the year under review,
the compnya has done the assignments for construction and infrastructure activities.
2. DIVIDEND
No Dividend was recommended by the Board of Directors due to losses during the
financial year 2021-2022.
3. 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.
4. CHANGE IN NATURE OF BUSINESS
There was no change in business activities of the company during the period under
Review.
5. 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.
6. DIRECTORS & KEY MANAGERIAL PERSONALS (KMP)
During the financial year 2021-22, the present promoters has been appointed as
Directors and Key Managerial Persons of the Company on 23rd June, 2021 and all the
existing Directors of the Company has resigned from Board with effect from 29th June, 2021
due to change of management in terms of acquisition of shares through open offer.
The following Directors and KMP were appointed on 23rd June, 2021:- i. Mr.
Ranjith Soman (DIN: 01714430) as Chainman cum Managing Director of the
Company. ii. Dr. Veena Ranjith (DIN: 02187295) as Non-executive Non-Independent
Director iii. Mr. Rajat RanjithVaidyar (DIN 09168598) as Non-executive Non-Independent
Director iv. Mr. Rajan Balkrishna Raichura as Independent Director, who, in the opinion of
the Board, he possesses adequate skill, knowledge, expertise, integrity and experience
(including the proficiency) as determined by the Company being a Board Member. v. Ms.
Meenua Bhomia (M NO: ACS 42439) as Company Secretary and Compliance Officer of the Company
w.e.f 10th July,2021. vi. Ms Shalaka Rupesh Gopale was appointed as Chief
Financial Officer of the Company w.e.f. 10th July, 2021. The following
Directors were appointed on 20th September, 2021:- i. Mr. Praveen Kumar Munta
as the Independent director, who, in the opinion of the Board, he possesses adequate
skill, knowledge, expertise, integrity and experience (including the proficiency) as
determined by the Company being a Board Member. ii. Mr. Ravi Sellappan as the Independent
Director, who, in the opinion of the Board, he possesses adequate skill, knowledge,
expertise, integrity and experience (including the proficiency) as determined by the
Company being a Board Member.
During the year under preview, Ms. Meenua Bhomia (M No: ACS 42439) resigned from the
post of Company Secretary and Compliance Officer of the Company w.e.f. w.e.f. 3rd
February, 2022 and Ms. Priyanka Goyal (M No: ACS A37645) was appointed as the Company
Secretary and Compliance Officer of the Company w.e.f 12th February, 2022
The following directors and KMPs were resigned on 29th June, 2021: i. Mr. Om
Prakash Agarwal (DIN:01437207) ii. Mr. Bharat Raj Bhandari (DIN: 00131015) iii. Mr. Dinesh
Golecha (DIN: 00130851) iv. Mrs. Shaila Bhandari (DIN:06568062) v. Mr. Kamlesh Bhandari
(DIN:00131113) vi. Mr. Siatam Jhanwar (DIN: 06532375) vii. Mr. Abhay Kumar Jain from the
post of Chief Financial Officer Ms. Poonam Jain resigned from the post of Company
Secretary and Compliance Officer of the Company w.e.f 10th July, 2021.
The Board of Directors placed on record the appreciation of these Directors and noted
the contribution of the Directors in the interest of the Company.
7. DISCLOSURES UNDER THE COMPANIES ACT, 2013
i. Annual Return: The Annual Return in accordance with the provisions of Section
92(3) and 134(3) of the Companies Act, 2013 and rules made thereunder 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 8
(Eight) 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 2021-22.
| S. No. |
Date of Meeting |
Board's Strength |
No. of Directors Present |
| 1 |
23.06.2021 |
6 |
6 |
| 2 |
28.06.2021 |
10 |
10 |
| 3 |
09.07.2021 |
6 |
6 |
| 4 |
14.08.2021 |
4 |
4 |
| 5 |
06.09.2021 |
4 |
4 |
| 6 |
20.09.2021 |
4 |
4 |
| 7 |
14.11.2021 |
6 |
6 |
| 8 |
12.02.2021 |
6 |
6 |
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 Memberships as on
31.03.2022 are as follows:
| No. |
Name of Directors Designation |
Attendance at the meeting |
No. of Directorship as on 31.03.2022 |
No. of Committees positions held in the other public
companies as on 31st March, 2022 |
|
|
BOD |
AGM held on 30.09.2021 |
|
Member |
Chairper son |
| 1 |
Ranjith Soman Managing Director |
7 |
Yes |
2 |
0 |
0 |
| 2 |
Rajan Balkrishna Non- Raichura Executive Independent |
7 |
Yes |
1 |
0 |
0 |
| 3 |
Veena Ranjith Non- Executive |
7 |
Yes |
2 |
0 |
0 |
| 4 |
Rajat Ranjith Non- Vaidyar Executive |
7 |
Yes |
0 |
|
|
| 5 |
Ravi Sellappan Non- Executive Independent |
3 |
Yes |
1 |
0 |
0 |
| 6 |
Praveen Kumar Non- Munta Executive Independent |
3 |
Yes |
0 |
0 |
0 |
| 7 |
Om Prakash Non- Executive Agarwal Independent |
1 |
No |
NA |
0 |
0 |
| 8 |
Bharat Raj Managing Director Bhandari |
2 |
No |
NA |
0 |
0 |
| 9 |
Dinesh Non- Executive Golecha Independent |
1 |
No |
NA |
0 |
0 |
| 10 |
Shaila Non- Executive Bhandari |
2 |
No |
NA |
0 |
0 |
| 11 |
Kamlesh Executive Bhandari Director |
2 |
No |
NA |
0 |
0 |
| 12 |
Siatam Non- Executive Jhanwar Independent |
2 |
No |
NA |
0 |
0 |
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 31st March,
2022. Attendance of Independent Directors at the meeting is given hereunder:
| Name of Director |
Present (Yes/No) |
| Mr. Rajan Balkrishna Raichura |
Yes |
| Mr. Ravi Sellappan |
Yes |
| Mr. Praveen Kumar Munta |
Yes |
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 one is Independent Directors
namely Mr. Rajan Balkrishna Raichura (Chairman) Dr. Veena Ranjith and Mr. Rajat Vaidyar.
Later on after appointment of Independent Director the Adit Committee has been
reconstituted with Mr. Rajan Balkrishna Raichura (Chairman), Mr. Praveen Kumar Munta and
Mr. Rajat Vaidyar. All the recommendations made by the Audit Committee were accepted by
the Board. During the financial year 2021-2022 the Committee met Five times as follows, on
28.06.2021, 09.07.2021, 14.08.2021, 14.11.2021 and 12.02.2022 the attendance of members at
the meetings is as under:
| Name of Members |
Designation |
Number of Meetings entitled to attend |
No. of attended |
meetings |
| Mr. Rajan Balkrishna Raichura |
Chairman |
6 |
5 |
|
| Mr. Praveen Kumar Munta |
Member |
3 |
3 |
|
| Mr. Rajat Vaidyar |
Member |
6 |
5 |
|
Nomination & Remuneration Committee:
The Nomination & Remuneration Committee comprises of three members out of them one
is Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman). After
appointment of Independent Directors the Nomination & Remuneration Committee has been
reconstituted with Mr. Rajan Balkrishna Raichura (Chairman), Mr. Praveen Kumar Munta and
Mr. Rajat Vaidyar. During the financial year the committee met Six times on 28.06.2021,
09.07.2021, 14.08.2021, 20.09.2021, 14.11.2022, 12.02.2022 the composition of the
committee and attendance of members at the meetings are as under
| Name of Members |
Designation |
Number of Meetings entitled to attend |
No. of meetings attended |
| Mr. Rajan Balkrishna Raichura |
Chairman |
5 |
5 |
| Mr. Praveen Kumar Munta |
Member |
2 |
2 |
| Mr. Rajat Vaidyar |
Member |
5 |
5 |
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of three members out of them one is
Independent Directors namely Mr. Rajan Balkrishna Raichura (Chairman). After appointment
of Independent Directors the Stakeholders' Relationship Committee has been reconstituted
with Mr. Rajan Balkrishna Raichura (Chairman), Mr. Praveen Kumar Munta and Mr. Rajat
Vaidyar. During the year the committee met 4 times as follows on 23.06.2021, 14.08.2021,
15.10.2021 and 12.02.2022 , the composition of the committee and attendance of members at
the meetings are as under:
| Name of Members |
Designation |
Number of Meetings entitled to attend |
No. of meetings attended |
| Mr. Rajan Balkrishna Raichura |
Chairman |
4 |
4 |
| Mr. Praveen Kumar Munta |
Member |
2 |
2 |
| Mr. Rajat Vaidyar |
Member |
4 |
4 |
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, 2022 and state
that:
(i) In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2022, 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
losses 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 the 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, 2022 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 the Nomination and Remuneration
Committee and by the Board of all the Independent Directors of the Company by considering
the 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,
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 cum 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 carried 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 of Directors. 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 the 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 of Directors 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.
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:
https://www.yaanenterprises.com/wp-content/uploads/2022/04/2-Related-PartyTransaction-Policy-NA.pdf.
viii. Remuneration Policy:
The brief of the Remuneration policy has been uploaded on website of the company at
https://www.yaanenterprises.com/wp-content/uploads/2022/04/7-Remuneration-Policy.pdf
8. 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 India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) were not applicable on the company during the financial year
2021-22. 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 2021-22.
9. 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.yaanenterprises.com/wp-content/uploads/2022/04/5-Whistle-blower-policy-and-vigil-mechanism.pdf.
10. 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, property, 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.yaanenterprises.com/wp-content/uploads/2022/04/8-RISK-MANAGEMENT-POLICY.pdf.
11. 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.yaanenterprises.com/wp-content/uploads/2022/04/4-Internal-Financial-Control-Policy.pdf.
12. 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 2021-22 which require any clarification/explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation. There has been no
frauds reported by auditors under sub-section (12) of section 143 of Companies Act, 2013.
13. 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 .
14. 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.
15. 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 Gurantee given or Securities
provided by the Company during the year under review.
16. 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 con dentiality 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.yaanenterprises.com/wp-content/uploads/2022/04/3-Code-of-conduct-for-prevention-of-insider-trading.pdf
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. Conservation of Energy: Being a part of service 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: N.A.
(iv) The expenditure incurred on Reseach and Development: NIL
C. Foreign Exchanges Earnings & outgo (in Rs.) : NIL
18. 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 have 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.
19. 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 terms of the provisions of Section 197(12) of thecompanies Act,2013 read with Rules
5(2) and 5(3) of the 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.
20. DISCLOSURES REGARDING ESOPs
The Company has not provided any Stock Option Scheme to the employees.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is presented in a
separate section forming part of this Annual Report.
22. DEPOSIT
During the year under review, your Company has not accepted any deposit within the
meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March,
2022.
23. 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.
24. SECRETARIAL AUDITOR
The Board has appointed M/s B K & Associates, Company Secretaries in Whole-time
Practice, (COP: 12636) 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.
There are no qualifications, observations or adverse remark or disclaimer in the said
report.
25. DISCLOSURES WITH RESPECT OF DEMAT SUSPENSE ACCOUNT /
UNCLAIMED SUSPENSE ACCOUNT
None of the shares of the company are lying in demat suspense account / unclaimed
suspense account.
26. 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.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 2021-22
28. LISTING OF SHARES
The shares of the Company are listed on BSE Limited and the listing fee for the year
2021-2022 has been duly paid.
29. ACKNOWLEDGEMENT
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 of the company.
The Directors also place on record their sincere appreciation to Government Authorities,
Customers, Suppliers, BSE, CDSL, NSDL, Bankers, Business Associates, Shareholders,
Auditors, Financial Institutions and other individuals / bodies for their continued
support.
|
For and on behalf of the Board of Directors of |
|
YAAN ENTERPRISES LIMITED |
|
Ranjith Soman |
Veena Ranjith |
|
DIN:01714430 |
DIN:02187295 |
|
Managing Director |
Director |
| Place: Raigarh, Navi Mumbai |
|
|
| Date: 07.09.2022 |
|
|
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