Sailani Tours N Travels Ltd Directors Report

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.

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

Due to Covid19 pandemic, the business prospect of the company has been affected very adversely. However, Board of Directors are equally optimistic for the future opportunities post pandemic.

CHANGE IN NATURE OF BUSINESS, IF ANY

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.

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:

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 20^th 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 8^th 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 concerns 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 31^st 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:

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 arms 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

There are no qualifications or adverse remarks in the auditors 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.

Change in Directors and Key Managerial Personnel during the year under review;-

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

AUDIT COMMITTEE

Constituted in Compliance with Section 177 of the Companies Act, 2013:

b. review and monitor the auditors independence and performance, and effectiveness of audit process;

c. examination of the financial statement and the auditors report thereon;

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:

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:

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 Companys 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

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 Companys 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 Companys website https://www.sailanitours.com

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.

PROHIBITION & REDRESSAL) ACT 2013

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 8^th 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

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)