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Apollo Sindoori Hotels Ltd.

BSE: 532752 Sector: Services
NSE: APOLSINHOT ISIN Code: INE451F01024
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Apollo Sindoori Hotels Ltd. (APOLSINHOT) - Director Report

Company director report

Your Directors are pleased to present the Twenty-Third Annual Report onthe business and operation of the Company together with the Audited Financial Statementsfor the year ended 31st March 2021.

1. Corporate Overview:

Apollo Sindoori is a leading hospitality service management and supportservices company. We manage the entire gamut of hospitality services right from foodservices to kitchen planning and management. Apollo Sindoori has built its heritage bycombining its corporate and professional prowess with experience and expertise in cateringand hospitality. We strive constantly to achieve "Excellence in Hospitality".

2. Operations / State of the Company's Affairs:

The spread of the Covid-19 pandemic made significant impact on thebusiness of the Company. Your Company's revenue from operation has decreased fromRs.191 Crores as in the previous Financial Year (FY) 2019-20 to Rs.165.21 Crores in FY2020-21. The spread of pandemic has drastically impacted the whole economy and as a resultthe revenue has dropped significantly by Rs. 25.60 Crores.

Your Company's profit before tax stood at Rs.7.89 Crore for FY2020-21 as compared to Rs. 13.50 Crores in FY 2019-20.

Financial overview:

Standalone Financial

(Rs. in Lakhs)

particulars For the period 01.04.20 to 31.03.21 For the period 01.04.19 to 31.03.20
INCOME:
I Revenue from operations (I) 16127.84 18560.66
II Other Income (II) 398.52 525.53
III Total Income ( I + II ) 16526.36 19086.19
IV EXPENDITURE:
Consumption of Provisions & Stores 5436.18 6851.33
Employee benefit expense 8778.59 9436.76
Finance Cost 117.95 70.19
Depreciation and amortization expense 270.14 233.32
Other expenses 1134.54 1143.80
Total Expenses (IV) 15737.40 17735.40
V Profit before exceptional and extraordinary items and tax (III - IV) 788.96 1350.79
VI Exceptional Items -
VII Profit before extraordinary items and tax 788.96 1350.79
VIII Extraordinary Items
IX Profit before tax 788.96 1350.79
X Tax expense:
(1) (a) Current tax 160.00 324.00
(b) Previous year tax (46.64) 32.96
(2) Deferred tax 21.49 (35.30)
XI Net Profit(Loss) for the period (IX - X) 654.11 1029.13
XII Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss Remeasurement of Defined Benefit Obligation (net of tax) (73.44) (71.52)
(i) Items that will be reclassified to profit or loss
XIII Total Comprehensive Income for the period (XI + XII) 580.67 957.61
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period 2600400 2600400
Nominal Value per Equity Share 5 5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS 25.15 39.58
Earnings per share after extra-ordinary item
- Basic & Diluted EPS 25.15 39.58

Consolidated Financial

(Rs in Lakhs)

particulars For the period 01.04.20 to 31.03.21 For the period 01.04.19 to 31.03.20
For the period 01.04.19 to 31.03.20
INCOME:
I Revenue from operations 16834.21 19347.70
II Other Income 404.64 519.77
III Total Income 17238.85 19867.47
IV EXPENDITURE:
Consumption of Provisions & Stores 5841.25 7378.07
Employee benefit expense 9120.01 9706.40
Finance Cost 190.52 141.21
Depreciation and amortization expense 463.77 302.04
Other expenses 1434.30 1450.86
Total Expenses (IV) 17049.85 18978.58
V Profit before exceptional and extraordinary items and tax 189.00 888.89
VI Share of profits of joint ventures 913.23 966.68
VH Exceptional Items
VIII Profit before extraordinary items and tax 1102.23 1855.57
IX Extraordinary Items
X Profit before tax (VIII - IX) 1102.23 1855.57
XI Tax expense:
(1) (a) Current tax 160.00 324.00
(b) Previous year tax (46.64) 32.96
(2) Deferred tax 32.30 (32.95)
XI Net Profit(Loss) for the period (X - XI) 956.57 1531.57
XII Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax) (20.25) (83.16)
B (i) Items that will be reclassified to profit or loss 936.31 1448.41
XIII Total Comprehensive Income for the period (XI + XII)
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period 2600400 2600400
Nominal Value per Equity Share 5 5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS 36.79 58.90
Earnings per share after extra-ordinary item
- Basic & Diluted EPS 36.79 58.90

3. Change in nature of business:

During the year the no changes in the nature of business have takenplace and Company continues its earlier business and operations.

4. Dividend:

The operation of the Company has been severally impacted during theperiod under review which in turn has impacted the profit of the Company. Consideringconservation of resources at the same time maintaining payout to the members yourDirectors recommends a final dividend of Rs. 1.25/- (Rupees One and twenty five paisa)i.e. 25% of the face value of Rs. 5 per share. Same is subject to approval of the membersat the ensuing Annual General Meeting.

5. Transfer to Reserves:

The Company has not made any transfer to reserves and has carried theprofit in profit and loss account.

6. Deposits:

The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on the date ofthe balance sheet.

7. Listing:

Your Company is listed on National Stock Exchange of India LimitedMumbai.

8. Share Capital:

The paid-up equity share capital as on March 312021 is Rs.13002000/- divided into 2600400 equity shares of Rs. 5 each. During the year underreview your Company has not issued any shares including equity shares with differentialrights or sweat equity. Further Company has no outstanding preference shares or debentureand has not made any redemption of these.

9. Significant or Material Orders Passed by Regulators/Courts:

During the year under review there were no significant or materialorders passed by the regulators or courts or tribunals impacting the going concern statusand Company's operations in future.

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments affecting financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. 31st March 2021 and till the date of this Directors' Report.However impact of pandemic due to Covid-19 including impact of second wave is not fullyestimated and ascertained as it continues to impact the business of the Company.

11. Corporate Social Responsibility Report:

Your Company has developed and implemented Corporate SocialResponsibility initiatives and has spent approximately Rs. 2991248 approved cSr projectsduring the period under review.

Report on Corporate Social Responsibility including details as Per Rule8 of Companies (Corporate Social Responsibility Policy) Rules 2014 is enclosed with thisreport as Annexure A.

12. Joint Venture Company:

Your Company has an existing joint venture namely Faber SindooriManagement Services Private Limited. The joint venture is with Faber Medi-Serve SDN BHD(FMS). The joint venture exists for setting up a project upon mutually agreed objectivesin the domain of bio-medical engineering (maintenance) facility engineering(maintenance) cleansing housekeeping janitorial services and hospital support services(other than catering services) and management information services (other than patientinformation).

Your Company holds 49% in Faber Sindoori Management Services PrivateLimited and balance 51% is held by FMS. Details of the joint venture is provided in AOC-1in Annexure- B.

13. Subsidiary:

Your company has a wholly owned subsidiary Olive & TwistHospitality Private Limited. The subsidiary has been establishment with a view to carry onand elite catering convention centers & event management. The subsidiary hascompleted its second full year of the operation and its financial for the financial yearended 31st March 2021 has been consolidated in consolidated account of theCompany. During the year Turnover Rs. 17.16 crore and PBT 4.67 crore. Owing to increase ofturnoverthe subsidiary has become a material subsidiary from financial year 20212022. InOrder to contain the COVID-19 pandemic the central and state governments in India imposedrestriction on eateries and visitor movements at hospitals affecting the counter-salesincome of the company causing an adverse impact on the revenue and profit for the FY2020-21. The Company has considered the possible effects that may result from the pandemicon the carrying amounts of property plant and equipment receivables inventories andother assets.

The management expects the situation to improve with the easing ofrestrictions and containment of the pandemic. Details of the subsidiary is also providedin AOC-1 under Annexure- B.

14. Consolidation of Accounts:

Your Company has prepared Consolidated Financial Statements as per IndAS prescribed under Section 129 read along with Section 133 and prescribed rules ofCompanies Act 2013. The consolidated financial statements reflect the financial positionof the Company its Subsidiary and Associates. As required by Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as SEBI (LODR) Regulation 2015 or SEBI LODR) the Audited Consolidated FinancialStatements together with the Independent Auditor's Report thereon are annexed andform part of this Annual Report.

15. Contract or Arrangement with Related Party:

All contract or arrangement or transaction pursuant to such contract orarrangement with related party during the financial year are in the ordinary course ofbusiness and on an arm's length basis and are on similar terms and conditions asapplicable to non-related parties. All the related party transactions pre-approved by theAudit Committee. Wherever required Company also obtains the approval of members incompliance to the Companies Act 2013 and/ or SEBI (LODR) Regulations 2015. Disclosure asrequired in form AOC-2 has been provided as Annexure- C to this Directors Report.

The details of the transaction with Related Party are also provided inthe accompanying financial statements and notes to account as per AS and may be treated aspart of Directors Report.

During the year Company is again seeking approval of members for amaterial related party transaction in term of Regulation 23 of SEBI (LODR) Regulations2015. The agreement of the Company with Apollo Hospital Enterprises Limited is in ordinarycourse of business and at arm's length price and best interest of company.

16. Annual Return web link:

Annual Return in MGT - 7 to the extent can be filled has been placed onthe website of the company at weblink http://www.apollosindoori.com/pdf/annualreturn.pdf.Same may be treated as part of this report.

17. Composition of Board:

The Board of the Company comprises of optimum combination of ExecutiveNon-Executive and Independent Directors. Your Board as on date of this report has twoexecutive directors three non-executive directors and three independent directors. Nochange took place in the board composition during the period under review. Mrs. SucharithaReddy MD of the company has been reappointed at the last Annual General Meeting for aperiod of five years.

The composition of the Board is as below:

S.No Name of the Director Designation Executive/ Non-Executive/ Independent
1 Mrs. Sucharitha Reddy Managing Director Executive
2 Mr. C. Natarajan Whole-time Director and Chief Executive Officer Executive
3 Mr. Pottipati Vijaykumar Reddy Director Non- Executive
4 Mrs. Suneeta Reddy Director Non- Executive
5 Mrs. Sindoori Reddy Director Non- Executive
6 Mr. Venkatraman. G Chairman Independent Director
7 Mr. George Eapen Director Independent Director
8 Mr. Suresh Raj Madhok Director Independent Director

18. Attendance of Directors at Board Meetings and Annual GeneralMeeting:

The Board of Directors met four times during the financial year 2020-21on 9th July 2020 11th September 2020 12th November 2020and 13th February 2021.

Details of attendance of Directors at the Board Meetings held duringthe financial year 2020-21 and the last Annual General Meeting (AGM) held on 17thSeptember 2020 is as below:

Name of the Director Attendance at Board Meeting Attendance at AGM Dated
Held Attended 17th September 2020
Mrs. Sucharitha Reddy 4 3 No
Mr. C. Natarajan 4 4 Yes
Mr. Vijaykumar Reddy 4 2 No
Mrs. Suneeta Reddy 4 2 No
Mrs. Sindoori Reddy 4 4 No
Mr. Venkatraman. G 4 4 Yes
Mr. George Eapen 4 4 Yes
Mr. Suresh Raj Madhok 4 4 Yes

19. Committees of Board:

Your Board has constituted four Committees in compliance to CompaniesAct 2013 and SEBI (LODR) Regulations 2015 namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and CSR Committee. Board alsoensures meeting of Independent Director in compliance to the provision.

During the financial year 2020-21 following meeting of Committees wereheld:

i. Audit Committee met four times on 9th July 2020 11thSeptember 2020 12th November 2020 and 13th February 2021.

ii. Nomination & Remuneration Committee met once on 9thJuly 2020.

iii. Stakeholders Relationship Committee met once on 13thFebruary 2021.

iv. CSR Committee met once on 13th February 2021.

Independent Directors had their meeting on 13th February2021.

Details of attendance of Directors at the Committee Meetings heldduring the financial year 2020-21 is as below:

Attendance at Committee Meeting
Name of the Director Held Attended Attendance at Independent Directors Meeting
Mrs. Sindoori Reddy 2 2 -
Mr. Venkatraman. G 6 6 Yes
Mr. George Eapen 7 7 Yes
Mr. Suresh Raj Madhok 6 6 Yes

19. Audit Committee:

Company has Audit Committee in compliance to the Section 177 ofCompanies Act 2013 and SEBI (LODR) Regulations 2015. There were no such incidences wherethe Board has not accepted the recommendations of the Audit committee during the year.

The details about composition of the Audit Committee its terms ofreference meetings attendance etc. have been provided in the Corporate GovernanceReport forming part of the Directors Report.

20. Nomination & Remuneration Committee:

Company has Nomination and Remuneration Committee in compliance to theSection 178 of the Companies Act 2013 and SEBI (LODR) Regulation 2015. The Companystrongly believes that human resources which manage the other resources have infinitepotential and therefore their development is the key to organizational effectiveness. TheCompany commit to integrate human resources with organizational growth and development formutual benefit.

The details about composition of the Nomination and RemunerationCommittee its terms or reference meetings attendance and all other details have beenprovided in the Corporate Governance Report forming part of the Directors Report.

21. Stakeholders Relationship Committee:

Company has Stakeholders Relationship Committee in compliance to theSection 178 of the Companies Act 2013 and SEBI (LODR) Regulation 2015. The Committee hasbeen constituted to specifically look into various aspects of interest of shareholdersdebenture holders and other security holders and resolve the grievances of securityholders.

The details about composition of the Stakeholders RelationshipCommittee its terms or reference meetings attendance and all other details have beenprovided in the Corporate Governance Report forming part of the Directors Report.

22. Corporate Social Responsibility Committee:

Company has Corporate Social Responsibility (CSR) Committee incompliance to the Section 135 of the Companies Act 2013.

The details about composition of the CSR Committee meetings andattendance have been provided in the Corporate Governance Report forming part of theDirectors Report. A report on CSR as required is also provided separately forming part ofthe this report.

23. Conservation of Energy Technology Absorption Foreign exchangeEarnings and Outgo

i. Conservation of Energy:

The Company values the significance of conservation of energy and hencecontinuous efforts are made for judicious use of energy at all levels of operations byutilizing energy efficient systems and processes. Towards achievement of this objectivesteps have been initiated including use of energy efficient LED lights and energymanagement systems at our kitchen/offices. Further certain initiatives are beingimplemented for optimization of electricity and LPG usage.

Some of the actions planned in phase number include replacement ofenergy intensive pumps with high efficiency systems replacement of energy intensive fanswith energy efficient fans. Operational measures include close monitoring and control ofenergy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservationof energy which results in savings of electricity consumption a significant component ofthe energy cost in an ongoing process. Company has not made any specific estimate ofcapital investment for energy conservation equipment.

ii. Technical Absorption:

The Company continues to absorb and upgrade modern technologies andadvanced hotel management techniques in various guest contact areas which includeswireless internet connectivity in all the Guest House.

The company has not imported any technology in last three years.Further Company has not incurred any expenditure on research and development.

iii. Foreign Exchange Earnings and outgo:

Foreign Exchange earned in terms of actual inflows and the ForeignExchange outgo in terms of actual outflows during the year is as under:

(Rs. in Lakhs)

Particulars March 312021 March 31 2020
Outgo 21.68 16.04
Earned Nil Nil

24. Insurance:

All insurable interest of the Company including buildings furnitureand fixtures and other insurable interest are adequately insured.

25. Auditors:

(i) Statutory Auditors:

M/s. P. Chandrasekhar Chartered Accountants Statutory Auditors of theCompany has been appointed at the 19th Annual General Meeting and holds officeuntil the conclusion of 24th Annual General Meeting. As per the amendmenteffective 7th May 2018 to Section 139 of Companies Act 2013 the appointmentis no more required to be ratified at each Annual General Meeting as required earlier.

(ii) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013and The Companies (Accounts) Rules 2014 the Company has appointed M/s. Viswanathan &Co Chartered Accountant as an Internal Auditors to undertake the Internal Audit of theCompany.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed BGSMISHRA & Associates Company Secretaries LLP as SecretarialAuditor for the financial year 2020-21. The Secretarial Audit Report is attached formingpart of the report. Further Company has appointed BGSMISHRA & Associates CompanySecretaries LLP to conduct the Secretarial Audit for the financial year 2021-22.

(iv) Cost Auditor:

As per Section 148(1) of the Companies Act 2013 the requirement ofthe cost audit is not applicable to the company.

26. Internal Control Systems and their Adequacy:

The Company has an internal control system which commensurate withsize scale and complexity of its operations. Further Company has appointed an externalInternal Auditor. The scope and authority of the internal Audit function is well definedin the organization. To maintain its objectivity and independence the Internal Auditorreports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control systems in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal Audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the control. Significant audit observations andcorrective actions suggested are presented to the Audit Committee of the Board.

27. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their Knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear 31st March 2021 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts are prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

(f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and these systems are adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors and external consultant(s) and the reviews made by theManagement and the relevant Committees including the Audit Committee Board is of theopinion that the Company's internal financial controls were adequate andoperationally effective during the financial year 2020-21.

28. Directors Appointment / Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act2013 Ms. Sindoori Reddy and Mr. C. Natarajan Directors of the Company retires by rotationat this Annual General Meeting and being eligible offer themselves for re-appointment.

Further Company is seeking approval of re- appointment of Mr. C.Natarajan as Whole Time Director and Chief Executive officer at this Annual GeneralMeeting for a period of one years from 30th May 2022. The Company is seekingapproval of shareholder by way of special resolution as per the provisions of Section 196read with Schedule V of Companies Act 2013.

The Board recommends his re-appointment as Whole Time Director andChief Executive officer.

29. Independent Directors:

Mr. Ganesan Venkatraman Mr. Suresh Raj Madhok and Mr. Puthen VeetilGeorge Eapen are Independent Directors on Board of the Company and has been appointed fora period of five years from 25th July 2019. Their tenure of five years end on24th July 2024. They have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 which has beenduly appraised and noted by the Board.

Company pays commission not exceeding 1% of net profit of the Companyto the independent directors as approved by Board/ Nomination and Remuneration Committee.The details of the commission paid during the financial year is also provided in thisreport.

Weblink of familiarization programme undertaken for IDs as available onwebsite is http://www.apollosindoori.com/ pdf/independent%20directors.pdf

30. Changes in Key Managerial Personnel:

During the year there is no change in Key Managerial Personnel. Mr. C.Natarajan Whole Time Director and Chief Executive Officer Meyyappan Subramanian ChiefFinancial Officer and Ms. Rupali Sharma Company Secretary are key managerial personnel ofthe Company.

31. Particulars of Loans Guarantees or Investments:

Company has made investment in Joint Venture and Wholly OwnedSubsidiary details of which is available in the form AOC - 1 provided in Annexure B.Details of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are provided in the notes to the Financial Statements and maybe treated as forming part of the Directors Report.

32. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177(9) and 177(10) of the Companies Act 2013 theCompany has established vigil mechanism for the directors and employees to report genuineconcerns. The Board of Directors have adopted Whistle Blower Policy.

The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior. Directors and all permanent employees of the Company are coveredunder the Whistle Blower Policy. The Vigil (Whistle Blower) Mechanism aims to provide achannel to the Directors and employees to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Codes of Conduct or Policy orethics.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations and in order to maintain these standardsthe Company encourages its employees who have genuine concerns about suspected misconductto come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization ofDirectors and employees to avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policyhas been hosted on the website of the Company and is available at the website at weblinkhttp://www.apollosindoori.com/pdf/vigil%20mechanism Whistle%20Blower%20policy.pdf

33. Board Evaluation:

As per provisions of the Companies Act 2013 and Regulation 17(10) ofthe LODR Regulations the evaluation process for the performance of the Board itscommittees and individual directors are carried out internally. Each Board membersubmitted a detailed evaluation form on the functioning and overall level of engagement ofthe Board and its Committees on parameters such as composition execution of specificduties quality quantity and timeliness of flow of information deliberations at themeeting independence of judgment decision making management actions etc.

One-on-one meeting of the individual directors with the Chairman of theBoard was also conducted as a part of self-appraisal and peer group evaluation and theengagement and impact of individual directors was reviewed on parameters such ascontribution attendance decision making inter-personal relationship actions orientedexternal knowledge etc. The directors were also asked to provide their valuable feedbackand suggestions on the overall functioning of the Board and its Committees and the areasof improvement for a higher degree of engagement with the management. The independentdirectors met on 13th February 2021 to review the performance evaluation ofnon-independent directors Board including the Chairman while considering the views ofthe Executive and Non-Executive Directors. The independent directors were satisfied withthe overall functioning of the Board its various Committees and other non-executive andexecutive directors. The Board expressed its satisfaction with the Evaluation resultswhich reflects the high degree of engagement of the Board and its Committees with thecompany and its management.

34. Compliance to Secretarial Standard:

The company has complied with the Secretarial Standards SS-1 and SS-2issued by the Institute of Company Secretaries of India on Board Meetings and GeneralMeetings. Company also endeavor and ensure compliance of other secretarial standard.

35. Risk Management Policy:

Risk Management is an integral part of the business process. The riskmanagement process inter alia provides for review of the risk assessment and mitigationprocedure and timely report to the management and review of the identified risks atperiodical interval to assess the progress of control measures.

The Audit Committee of the Board reviews the risk management effortsperiodically. The Committee has formulated a Risk Management Policy. Risk ManagementPolicy of the Company outlines different kinds of risks and risk mitigating measures. Therisks are reviewed for the change in the nature and extent of major risks identified sincethe last assessment. It also provides control measures for risks and future action plans.Your Board is satisfied that there are adequate systems and procedures in place toidentify assess monitor and manage risks. The Company believes that the overall riskexposure of present and future risks remains within its risk capacity.

36. Receipt of Commission by MD / WTD from Company or Subsidiary:

During the financial year 2020-21 Managing Director / Whole TimeDirector of the Company has not received any commission from Company or Subsidiary of theCompany.

37. Human Resources:

Your Company takes pride in the commitment competence and dedicationshown by its employees in all areas of its business. It considers people as its biggestassets. It has put concerted efforts in talent management and succession planningpractices strong performance management and learning and training initiatives to ensurethat your Company consistently develops inspiring strong and credible leadership. YourCompany has a structured induction process at all its locations and management developmentprograms to upgrade skills of managers.

38. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements areaccompanied with the Statutory Auditors Report. The Auditors Report do not contains anyqualification/ observation. The Auditors Report read with the Notes and Schedules toAccounts forming part of the financial statements are self-explanatory.

39. Secretarial Auditors Report:

A detailed Secretarial Auditors Report is provided in Annexure- D.

The reply to the observation provided in Secretarial Audit Report is asunder:

i. Observation: Circulation of minute of Board / Committee were not inproper compliance of Secretarial Standard in few cases as required to be done under Act.

Company Representation: Due to meeting carried out through videoconferencing and Chairman and Directors attending meeting from their place and work fromhome due to restrictions placed due to pandemic of Covid-19 circulation of minute ofBoard / Committee were not in proper compliance of Secretarial Standard in few cases.Board has taken note of same and will implement proper system for compliance of same infuture .

ii. Observation: Certain e-forms to be filed by the Company has beendelayed and not been filed within the prescribed period under the Act.

Company Representation: Due to and work from home due to restrictionsplaced due to pandemic of Covid-19 certain e-forms could not be filed within theprescribed period. MCA has also granted several extension due to the challenges faced.However Company has filed all forms and none of them is pending to be filed.

iii. Observation: The majority of the revenue of the Company is fromrelated party transaction which as per the representation from the Company is in ordinarycourse of business and on arms length basis.

Company Representation: The Company is providing food/ manpower /facility services to several hospitals and many of them are related party. HoweverCompany is also providing the services to other nonrelated parties at the same terms as tothese related party. All these transactions are in ordinary course of business and atarm's length and are beneficial for the Company. Since majority of the customer arerelated party majority of the revenue is from related party transaction. Hence this isstatement of fact and do not point out to any violation. Further these related partytransactions are entered after due approval of Audit Committee as required under CompaniesAct 2013 and LODR Regulation and wherever required Company also obtains membersapproval.

iv. Observation: Company has delayed the submission of related partytransaction for half year ended 30th September 2020 by 3 days under Regulation23(9) of SEBI (LODR) Regulations 2015 for which NSE had initially levied fine ofRs.15000/- which later has been waived and refunded.

Company Representation: Company has submitted the financials within thedue date 'which included related party transactions. The same was delayed in submissiondue to oversight and work from home linked with Covid cases. Board has considered thesituation prevalent at that time and felt it was due to the circumstances existing at thetime which resulted in delay. NSE has also accepted the representation of company andwaived the fine.

v. Observation: Company has delayed the circulation / submission ofannual report and notice of the AGM as the same was dispatched/ circulated on 28thAugust 2020 and AGM was held on 17th September 2020 which were not incompliance of Regulation 34(1)(a) read with/ and Regulation 36(2) of SEBI (LODR)Regulations 2015 and Act

Company Representation: Company has approved the annual financial longtime back and also approved the Board Report and Annexures earlier. Same was provided todesigner and printer. However same was delayed in submission due to delay by publisher/designer in submission due to Covid. Company has taken steps to ensure that in futurecompliances are met timely.

40. Managerial Remuneration:

Disclosures pursuant to Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been provided in Annexure E.

41. Disclosure as per Listing Regulations:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI(LODR) Regulation 2015 has been provided in Annexure F.

42. Corporate Governance:

As per Schedule V of SEBI (LODR) Regulation 2015 a separate sectionon corporate governance practices followed by the Company report on Corporate Governancetogether with a certificate confirming compliance and CEO/CFO Certificate on code ofconduct and certificate on Corporate Governance forms an integral part of thisDirectors' Report and has been provided in Annexure G.

43. Management Discussion and Analysis Report:

Management discussion and analysis report forming part of directorsreport pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation 2015has been provided in Annexure H

44. Particulars of Employees:

The Company has about 3872 employees in its roll. Since employeescontribute in achieving the goal of the Company periodical training programs are carriedout to meet the challenges in providing services to the best of Customer Satisfaction.

45. Sexual Harassment of Women at Workplace (prohibition preventionand redressal) Act 2013:

The Company has a Policy on Prohibition Prevention and Redressal ofSexual Harassment of Women at Workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013. During the year under reviewthe Company has not received any complaints under the Policy.

46. Transfer to Investor Education and Protection Fund:

The disclosure related to Investor Education and Protection Fund (IEPF)has been made in the notice to the Annual General Meeting. It contains details of thetransfer of the unclaimed/ unpaid dividend and also the corresponding shares year wiseand amount of unpaid/ unclaimed dividend lying in the unpaid account which are liable tobe transferred to the IEPF. The details are also available on the website of the Company.

47. Application made or any proceeding pending under the Insolvency andBankruptcy Code 2016

As per the information of the Company as on date of this report noproceeding is pending against the Company under the Insolvency and Bankruptcy Code 2016.

48. Companies (Auditor's Report) Order 2020

The Report as provided is self- explanatory.

49. Acknowledgement:

Your Directors take this opportunity to thank the Company'scustomers shareholders suppliers bankers financial institutions and the Central andState Governments for their unstinted support. The Directors would also like to place onrecord their appreciation to employees at all levels for their hard work dedication andcommitment.

For and on Behalf of Board of Directors
Place: Chennai Sucharitha Reddy G. Venkatraman
Date: 14th August 2021 Managing Director Chairman

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