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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 First Annual Report on the business and operation of the Company together with the Audited Financial Statements for the year ended March 312019.

1. Corporate Overview:

Apollo Sindoori is a leading hospitality service management and support services company. We manage the entire gamut of hospitality services right from food services to kitchen planning and management. Apollo Sindoori has built its heritage by combining its corporate and professional prowess with experience and expertise in catering and hospitality. We strive constantly to achieve Excellence in Hospitality.

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

Your Company's revenue from operation has increased from Rs.139.93 Crores in Financial Year (FY) 2017-18 to Rs. 165.43 Crores in FY 2018-19. This growth in challenging circumstances is a testimony to the robustness of your Company's business strategy and innovative service offerings that helped capture new markets.

Your Company's profit before tax stood at Rs.13.46 Crores for FY 2018-19 as compared to Rs. 10.25 Crores in FY 2017-18.

Financial overview

(i) Standalone Financials

(Rs. in Lakhs)

ParticularsFor the period 01.04.18 to 31.03.19For the period 01.04.17 to 31.03.18
INCOME:
Revenue from operations16542.9013992.60
Other Income355.07117.22
Total Income16897.9714109.82
EXPENDITURE:
Consumption of Provisions & Stores5519.45429791
Employee benefit expense8609.937636.70
Finance Cost9.7236.64
Depreciation and amortization expense96.5893.59
Other expenses1316.761099.85
Total Expenses15552.4413164.69
Profit before exceptional and extraordinary items and tax1345.53945.13
Exceptional Items-80.00
Profit before extraordinary items and tax (V - VI)1345.531025.13
Less: Extraordinary Items---
Profit before tax (VII - VIII)1345.531025.13
Tax expense:
(1) (a) Current tax398.00385.00
(b) Previous year tax0.00(22.50)
(2) Deferred tax-36.15(85.07)
Net Profit(Loss) for the period983.69702.70
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax)(5.70)25.33
(i) Items that will be reclassified to profit or loss-
Total Comprehensive Income for the period (XIII + XIV)977.98728.02
Earning per equity share:
Earnings per share before extra-ordinary item
- Basic & Diluted EPS37.8327.02
Earnings per share after extra-ordinary item
- Basic & Diluted EPS37.8327.02

 

(ii) Consolidated Financial(Rs in Lakhs)
ParticularsFor the period 01.04.18 to 31.03.19
INCOME:
Revenue from operations16542.90
Other Income306.07
Total Income16848.97
EXPENDITURE:
Consumption of Provisions & Stores5519.45
Employee benefit expense8609.93
Finance Cost9.72
Depreciation and amortization expense96.58
Other expenses1316.76
Total Expenses15552.44
Profit before exceptional and extraordinary items and tax1296.53
Share of profits of joint ventures1121.37
Exceptional Items

-

Profit before extraordinary items and tax (V - VI)2417.90
Less: Extraordinary Items

-

Profit before tax2417.90
Tax expense:
(1) (a) Current tax398.00
(2) Deferred tax(36.15)
Net Profit(Loss) for the period2056.05
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax)(6.94)
(i) Items that will be reclassified to profit or loss
Total Comprehensive Income for the period (XIII + XIV)2062.99
Earning per equity share:
Weighted average no. of shares outstanding during the period2600400
Nominal Value per Equity Share5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS79.07
Earnings per share after extra-ordinary item
- Basic & Diluted EPS79.07

Your company had major restructuring due to which we faced loss during the FY 2015-16 and we have recovered in last three years 2016-17 2017-18 and 2018-19. Our biggest priority during the financial year 2018-19 was to add more new non Apollo clients like BM Birla HAL MFL SVP Ahmedabad Kamatchi hospital etc. and bring back profitability and show significant improvement in our market performance.

As a result of dedicated performance of our team we were able to achieve Rs. 13.5 Crores of profit before tax during the FY 2018-19 with a turnover of Rs. 170 Crores (approx.) as compared to Rs 9.5 Crores of profit and annual turnover of Rs 140 Crores during FY 2017-18. Company has achieved growth rate of 22% on revenue during the financial year.

Having achieved our short term goal of bringing profitability our goal for the FY 2019-20 is to show sustainability and increase in business & market performance. Though we had difficult environment of increasing statutory wag- es which plays a pivotal role in hospitality industry we are targeting Rs 200 Crores in revenue and profit of Rs.20 Crores.

3. Change in nature of business:

During the year there is no changes in the nature of business have taken place and Company continues its earlier business and operations.

4. Dividend:

Your Directors recommend a dividend of Rs. 3/- (Rupees Three) per share subject to approval of the members at the ensuing Annual General Meeting.

5. Transfer to Reserves:

The Company does not propose any amount to be transferred to General Reserves out of the current profits.

6. Deposits:

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

7. Listing:

Your Company is listed on National Stock Exchange of India Limited Mumbai.

8. Share Capital:

The paid up equity share capital as on March 312019 is Rs. 13002000/-. During the year based on approval of members at last Annual General Meeting each equity share of face value of Rs. 10/- (Rupees Ten Only) has been split into two shares of face value of Rs. 5/- (Rupees Five Only).

During the year under review your Company has not issued any shares including shares with differential voting rights or sweat equity.

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

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

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2019 and till the date of this Directors' Report.

11. Corporate Social Responsibility:

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approxi- mately Rs. 1249023/- approved CSR projects during the period under review.

Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social Respon- sibility Policy) Rules 2014 is enclosed with this report as Annexure A.

12. Joint Venture Company:

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

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

13. Subsidiary:

During the year your company has incorporated a wholly owned subsidiary namely Olive & Twist Hospitality Private Limited on 25th February 2019. The purpose of establishment of the subsidiary is to carry on Event Management Bussiness Center Convention Centers & Elite Catering .

Details of the subsidiary is provided in AOC-1 under Annexure- B.

14. Consolidation of Accounts:

Your Company has prepared Consolidated Financial Statements as per Ind AS prescribed under Section 129 read along with Section 133 and prescribed rules of Companies Act 2013. The Consolidated Financial Statements reflect the financial position of the Company and Associates. As required by Regulation 34 of the SEBI (Listing Obli- gations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as `LODR Regulation) the Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report.

15. Related Party Transaction:

All related party transactions entered into during the financial year are in the ordinary course of business and on an arm's length basis and are on similar terms and conditions as applicable to non-related parties. All the related party transactions are either approved by members or pre-approved by the Audit Committee. Disclosure in form AOC-2 has been provided as Annexure- C to Directors Report.

The details of the transaction with Related Party are also provided in the accompanying financial statements and may be treated as part of directors report.

16. Extracts of Annual Return:

The extracts of Annual Return forming part of Director's Report is annexed as Annexure `D'. A copy of the extract is also available in the website of the company at weblink http://www.apollosindoori.com/pdf/annualreturn.pdf

17. Composition of Board:

The Board of the Company comprises of optimum combination of Executive and Non-Executive Directors and Inde- pendent Directors. You Board as on date of the report has two executive directors three non-Executive directors and three independent directors.

The Company has appointed Mr. C. Natarajan Chief Executive Officer as director on Board and he has been des- ignated as Whole Time Director and Chief Executive Officer w.e.f. 30th May 2019.

Board in the same meeting has also designated Mr. G. Venkatraman as the Chairman of Board.

The composition of the Board is as below:

S.NoName of the DirectorDesignationExecutive/ Non-Executive/ Inde- pendent
1Mrs. Sucharitha ReddyManaging DirectorExecutive
2Mr. C. NatarajanWhole-time Director and Chief Executive OfficerExecutive
3Mr. Pottipati Vijaykumar ReddyDirectorNon- Executive
4Mrs. Suneeta ReddyDirectorNon- Executive
5Mrs. Sindoori ReddyDirectorNon- Executive
6Mr. Venkatraman. GChairmanIndependent & Non-Executive
7Mr. George EapenDirectorIndependent & Non- Executive
8Mr. Suresh Raj MadhokDirectorIndependent & Non- Executive

18. Attendance of Directors at Board Meetings and Annual General Meeting and other Committee Meetings:

The Board of Directors met five times during the financial year 2018 -19 on 28th May 2018 18th June 2018 9th August 2018 12th November 2018 and 11th February 2019.

Details of attendance of directors at the Board Meetings held during the financial year 2018-19 and the last Annual General Meeting (AGM) held on 31st July 2018:

Name of the DirectorAttendance at Board meetingAttendance at last AGM
HeldAttended
Mr. Vijaykumar Reddy51No
Mrs. Sucharitha Reddy52No
Mrs. Suneeta Reddy52Yes
Mrs. Sindoori Reddy51No
Mr. Venkatraman. G55Yes
Mr. George Eapen55Yes
Mr. Suresh Raj Madhok55Yes

Your Board has constituted four Committees in compliance to Companies Act 2013 and SEBI LODR Regulation namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee and CSR Committee.

Audit Committee met four times during the financial year 2018 -19 on 28th May 2018 9th August 2018 12th No- vember 2018 and 11th February 2019.

Meeting of Nomination & Remuneration Committee were held on 12th November 2018 and 11th February 2019.

Meeting of Stakeholders Relationship Committee were held on 11th February 2019.

Meeting of CSR Committee were held on 9th August 2018 and 11th February 2019.

Meeting of Independent Directors was held on 11th February 2019.

19. Composition of Audit Committee:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The composition quorum powers role and scope are in accordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18 and Part C of Schedule V of LODR Regulation. All members of the Audit Committee are financially literate.

Audit Committee comprises of Mr. G. Venkatraman as the Chairman and Mr. Suresh R Madhok Mr. George Eapen as the Members. All the members of the Committee are independent directors. More details about the composition and terms of reference of Audit Committee are provided in Annexure `E'.

20. Disclosure of Information as required under section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the companies (Accounts) Rules 2014:

(i) Conservation of Energy:

The Company values the significance of conservation of energy and hence continuous efforts are made f(judicious use of energy at all levels of operations by utilizing energy efficient systems and processes. Towarc achievement of this objective steps have been initiated including use of energy efficient LED lights and energ management systems at our kitchen/offices. Further certain initiatives are being implemented for optimization < electricity and LPG usage.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficienc systems replacement of energy intensive fans with energy efficient fans. Operational measures include clos monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Departmen

Your Company remains focused on giving importance towards conservation of energy which results in saving of electricity consumption a significant component of the energy cost in an ongoing process. Company has n< made any specific estimate of capital investment for energy conservation equipment.

(ii) Technical Absorption:

The Company continues to absorb and upgrade modern technologies and advanced hotel management tech- niques in various guest contact areas which includes wireless 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 Foreign Exchange outgo in terms of actual outflow during the year is as under:

ParticularsMarch 31 2019 (Rs.)March 31 2018 (Rs.)
Outgo27831051765432
Earned----

21. Insurance:

All insurable interest of the Company including buildings furniture and fixtures and other insurable interest are adequate insured.

22. Auditors:

(i). Statutory Auditors:

M/s. P. Chandrasekar LLP Chartered Accountants Statutory Auditors of the Company has been appointed at the 19th Annual General Meeting and holds office until the conclusion of 24th Annual General Meeting. As per the amendment effective 7th May 2018 to Section 139 of Companies Act 2013 the appointment is 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 2013 and 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 the Company.

(iii). Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies (Appointment and Remu- neration of Managerial Personnel) Rules 2014 the Company has appointed Mr. Gouri Shanker Mishra Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is attached. Further Company has appointed BGS Mishra & Associates Company Secretary LLP to conduct the sec- retarial audit for the financial year 2019-20.

23. Internal Control Systems and their Adequacy:

The Company has an internal Control System commensurate with size scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence the internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company its compliance with operating systems accounting procedures and policies at all locations of the Com- pany. Based on the report of internal Audit function process owners undertake corrective action in their respective areas and thereby strengthen the control. Significant audit observations and corrective actions suggested are pre- sented to the Audit Committee of the Board.

24. Directors' Responsibility Statement:

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

(a) In the preparation of the annual accounts the applicable accounting standards have been followed;

(b) They have selected such accounting policies and applied them consistently and made judgments and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2019 and of the profit of the Company for the year;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company work performed by the internal statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee Board is of the opinion that the Company's internal financial controls were adequate and operationally effective during the financial year 2018-19.

25. Directors Appointment / Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act 2013 Ms. Sindoori Reddy Director of the Company retires by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.

Further Company is seeking approval of appointment of Mr. C. Natarajan as Whole Time Director and Chief Exec- utive Officer at this Annual General Meeting who has been appointed as director w.e.f. 30th May 2019 by way of special resolution as per Section 196 read with Schedule V of Companies Act 2013.

Further as per the provisions of the Companies Act 2013 and LODR Regulations Company needs approval of members by way of special resolution at this Annual General Meeting for re-appointment of Mr. G. Venkatraman Mr. Suresh R Madhok and Mr. George Eapen as Independent Director for the second term of five years. Further approval of members by way of special resolution at this Annual General Meeting would also be required for the re-appointment of non-executive directors whose age would be crossing the limit of seventy-five years as provided under SEBI LODR Regulations.

Brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the notice of Annual General Meeting. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the Annual General Meeting. The Board recommends their appoint- ment/ re-appointment as Directors of the Company.

26. Independent Directors:

Mr. Ganesan Venkatraman Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen are presently indepen- dent directors on Board of the Company and has been appointed for a period of five years on 13th August 2014 at the sixteenth Annual General Meeting of Company. Their tenure of five years end on 12th August 2019.

The Board based on the performance evaluation of Independent Directors Mr. Ganesan Venkatraman Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen and as per the recommendation of the Nomination and Remuner- ation Committee considering the background and experience and contributions made by them during their tenure of first term of five years has realized that the continued association of them as Independent Directors for second term of five years would be beneficial to the Company and it is desirable to continue to avail their services as Inde- pendent Directors. Accordingly it is proposed to re-appoint Mr. Ganesan Venkatraman Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen as Independent Directors and to hold office for a second term of 5 (five) consecu- tive years on the Board of the Company through passing of special resolution as indicated in Section 149(10) and 149(11) of Companies Act 2013 before the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013.

In the opinion of the Board Mr. Ganesan Venkatraman Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen fulfil the conditions for appointment as Independent Directors as specified and are independent of the man- agement.

Company pays commission not exceeding 1% of net profit of the Company to the independent directors as ap- proved by Board/ Nomination and Remuneration Committee. The details of the commission paid is also provided in the Board Report.

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

27. Changes in Key Managerial Personnel:

During the year Ms. Shuganya K Company Secretary has resigned w.e.f. 28th August 2018. Company has ap- pointed Ms. Rupali Sharma as Company Secretary of the Company with effect from 12th November 2018. Further Company has appointed Mr. C. Natarajan Chief Executive Officer as director on Board and he has been designated as Whole Time Director and Chief Executive Officer w.e.f. 30th May 2019 which is subject to approval of members at Annual General Meeting. The appointments are in compliance to the provisions of Section 203 of the Companies Act 2013.

28. Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are provided in the notes to the Financial Statements.

29. Vigil Mechanism / Whistle Blower Policy:

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

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism honesty integrity and ethical behavior. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior actual or suspected fraud or violation of the Codes of Conduct or Policy or ethics.

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

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

30. Board Evaluation:

As per provisions of the Companies Act 2013 and Regulation 17(10) of the LODR Regulations the evaluation pro- cess for the performance of the Board its committees and individual directors was carried out internally. Each Board member submitted a detailed evaluation form on the functioning and overall level of engagement of the Board and its Committees on parameters such as composition execution of specific duties quality quantity and timeliness of flow of information deliberations at the meeting independence of judgment decision making management actions etc.

A one-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual directors was reviewed on parameters such as contribution attendance decision making inter-personal relationship actions oriented exter- nal knowledge etc. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. The independent directors met on 11th February 2019 to review the performance evaluation of non-independent directors Board including the Chairman while considering the views of the Executive and Non-Executive Directors. The independent directors were satisfied with the overall functioning of the Board its various Committees and other non-executive and executive directors. The Board expressed its satisfaction with the Evaluation results which reflects the high degree of engagement of the Board and its Committees with the company and its management.

31. Compliance to Secretarial Standard:

The company has complied with the Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Sec- retaries of India on Board Meetings and General Meetings.

32. Risk Management Policy:

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

The Audit committee of the Board reviews the risk management efforts periodically. The Committee has formulat- ed a Risk Management Policy. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified since the 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 to identify assess monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within its risk capacity.

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

During the financial year 2018-19 the Company has not provided any commission to Managing Director/Whole Time Director.

34. Human Resources:

Your Company takes pride in the commitment competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succes- sion planning practices strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring strong and credible leadership. Your Company has a structured induction process at all its locations and management development programs to upgrade skills of managers.

35. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors Report. The Auditors Report do not contain any qualification/ observation. The Auditors Report read with the Notes and Schedules to Accounts forming part of the financial statements are self-explanatory.

36. Secretarial Auditors Report:

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

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

i. By inadvertent mistake and in between vacancy of Company Secretary certain minutes of Board Committee and General Meeting and Statutory Registers were not entered/ maintained properly. The Board has taken note of same and will implement proper system for compliance of same in future and also rectify the mistakes.

ii. The observation regarding majority of the revenue from related party transaction is as per the statement of fact provided by the Company. All the related party transection as required to be reported has been duly provided in Board Report as required under Companies Act 2013 and LODR Regulation. Further all such transactions are also disclosed in financial statements. All related party transections are in ordinary course of business and at arms length and are beneficial for the Company. Further approval of Members/ Audit Committee has duly approved them as required under Companies Act 2013 and LODR Regulation.

iii. As per audited financial statement dated 31st March 2018 based on the capital and net worth requirement Company did not fell under requirement of Corporate Governance as per Regulation 15(2) of LODR Regula- tions and hence Company is not required to comply with the Corporate Governance requirement as set out. However the Company will be covered under the provisions of corporate governance based on financials on 31st March 2019 and will comply within the period provided under Regulation 15(2) of LODR Regulations.

iv. Board has recommended for reclassification of certain shareholders from promoter to non-promoter based on request received. However Board has noted that certain shares has been sold by them before their reclassi- fication. As Board has no control over them Board cannot ensure reporting.

37. Nomination & Remuneration Committee:

The Nomination and Remuneration Policy has been formulated in compliance with Section 178 and other applicable provisions of the Companies Act 2013 read with the applicable rules thereto and the provisions of SEBI (LODR) Regulation 2015. The Company strongly believes that human resources which manage the other resources have infinite potential and therefore their development is the key to organizational effectiveness. The Company commit to integrate human resources with organizational growth and development for mutual benefit.

Nomination and Remuneration Committee comprises of Suresh R Madhok as the Chairman and Mr. G. Venkatra- man and Mr. George Eapen as the Members. All the members of the Committee are independent directors. Details in relation to the Committee scope and other details as required are provided in Annexure- G.

38. Managerial Remuneration:

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

39. Disclosure as per Listing Regulations:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Re- quirements) Regulation 2015 has been provided in Annexure I.

40. Corporate Governance:

Compliance with the provisions of Corporate Governance do not apply to your company as Paid-up Equity Capital is not exceeding Rs.10 Crores and Net Worth is not exceeding Rs. 25 Crores as on the last day of the previous fi- nancial year i.e. 31st March 2018 as per Regulation 15(2) of SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015. A certificate issued by Mr. Gouri Shanker Mishra Company Secretary in Practice regarding non applicability of conditions of corporate governance is provided in Annexure I forming part of this report.

However as on 31st March 2019 based on Audited Balance Sheet the Net Worth of the Company has exceeded beyond Rs. 25 Crores and accordingly your Company shall comply with the provisions within the period as provided under Regulation 15(2) of SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 within the time mentioned thereunder.

Further disclosures according to Clause IV Part B of Section II Part II of Schedule V of Companies Act 2013 is also provided under Annexure I forming part of this report.

41. Management Discussion and Analysis Report:

Management discussion and analysis report forming part of directors report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 has been provided in Annexure J.

42. Particulars of Employees:

The Company has about 4240 employees in its roll. Since employees contribute in achieving the goal of the Compa- ny periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

43. Sexual Harassment of Women at Workplace (prohibition prevention and redressal) Act 2013:

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassment of Women at Work- place and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013. During the year under review the Company has not received any complaints under the Policy.

44. 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 forming part of Annual Report. It contains details of the transfer of the unclaimed/ unpaid dividend and the corresponding shares year wise and amount of unpaid/unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF.

45. Acknowledgement:

Your Directors take this opportunity to thank the Company's customers shareholders suppliers bankers financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work dedication and commitment.

For and on Behalf of Board of Directors
Place: ChennaiSucharitha ReddyG. Venkatraman
D ate : 30th May 2019Managing DirectorChairman

   

   
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