DEAR MEMBERS SAYAJI HOTELS LIMITED
The Board of Directors of your Company with immense pleasure presenting the 37thAnnual Report of your Company along with the Audited Balance Sheet Statement of Profitand Loss Statement of changes in equity and Cash Flow Statement (Standalone andConsolidated) Schedules and Notes to Accounts for the year ended March 31 2020.
During the year under review on standalone basis the total revenue in the year 2020 isdecreased by 3.47% (from Rs.22066.16 Lakhs in FY 19 to Rs. 21299.26 Lakhs in FY 20). Thereason of decrease was the cancellation of the room and banquet bookings in the month ofMarch 2020 due to Covid - 19 and the Government implemented Lockdown. However the lossesafter Tax is also decreased by 41.98% (from Rs. (309.49) Lakhs to Rs. (179.56) Lakhs. Onconsolidated level the total revenue was decreased by 2.12% (from Rs. 24971.43 Lakhs toRs. 24441.42 Lakhs).
|Particulars || |
Standalone (Rs. In Lakhs)
Consolidated (Rs. In Lakhs)
| ||Current Financial Year 31.03.2020 ||Previous Financial Year 31.03.2019 ||Current Financial Year 31.03.2020 ||Previous Financial Year 31.03.2019 |
|Revenue from Operations ||20969.43 ||21824.54 ||24006.46 ||24441.09 |
|Other Income ||329.83 ||241.62 ||434.96 ||530.34 |
|Profit/(loss) before Depreciation Finance costs Exceptional items and tax expense ||5156.97 ||3783.98 ||6219.73 ||4688.20 |
|Less: Depreciation/Amortization/Impairment ||2880.51 ||2001.31 ||3419.94 ||2439.64 |
|Profit/(Loss) before Finance cost Exceptional items and Tax Expense ||2276.46 ||1782.67 ||2799.79 ||2248.56 |
|Less: Finance Costs ||2183.74 ||1591.45 ||2973.75 ||1875.04 |
|Profit/(loss) before Exceptional items and Tax Expense ||92.72 ||191.22 ||(173.96) ||373.52 |
|Add/(less): Exceptional items ||(469.40) ||(184.89) ||(469.40) ||(184.89) |
|Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the Associates ||(376.68) ||6.33 ||(643.36) ||188.63 |
|Share of Profit/(Loss) of the Associates ||- ||- ||(1460.51) ||(1232.91) |
|Profit /(Loss) before Tax Expense ||(376.68) ||6.33 ||(2103.87) ||(1044.28) |
|Less: Tax Expense Current & Deferred ||197.12 ||315.82 ||(189.26) ||284.17 |
|Profit/ (loss) for the year (1) ||(179.56) ||(309.49) ||(1914.61) ||(1328.45) |
|Total Comprehensive Income/(loss)(2) ||4.22 ||20.03 ||(32.02) ||21.86 |
|Total (1+2) ||175.34 ||(289.46) ||(1946.63) ||(1306.59) |
In view of the prolonged lockdown and consequent travel restrictions to avoid spread ofCOVID-19 pandemic imposed by the Government of India as well as other Countries globallyall business segment was severally impacted. In this unforeseen and uncertain times it isdifficult to predict when business conditions will normalize. Therefore in order toconserve cash and ensure/liquidity for the operations in the coming years the Board ofDirectors decided not to recommend any dividend to the Shareholders for the Financial Year2019-20.
TRANSFER TO RESERVES
During the year under review Rs. (179.56 Lakhs) are proposed to be carried in thefinancial statements under the head of the reserves and surplus (Previous year Rs. (309.49Lakhs)).
(a) Authorized Share Capital
The authorized share capital of the Company is Rs. 400000000 divided into 3 0000000 (Three Crore) Equity Shares of Rs. 10/- each and 10 00000 (Ten Lakhs) Preferenceshares of Rs. 100/- Each.
(b) Paid Up Share Capital
The Paid up equity share capital is Rs. 175180000 divided into 17518000 Equityshares of 10/- each and the Preference share capital is Rs. 100000000 divided into1000000 Preference shares of Rs. 100/- each total Rs 275180000.
During the year under review the Company has not issued shares with differentialvoting right nor granted stock option not sweat equity. Further the Company not issued anydebenture bonds and any non-convertible securities.
The Company's equity shares are listed with the BSE Ltd. and available for trading atthe platform of BSE Ltd.
The Cash and cash equivalent as at 31st March 2020 was Rs. 365.78 Lakhs. The Companycontinuously trying to improve the cash flow by applying the various techniques as leaseinstead of buying of the property improving inventory management improvement in debtorsageing and encouragement to electronic payments etc.
In terms of the provisions of Sections 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits by Companies) Rules 2014 your Company has not acceptedany deposits from public and as such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the balance sheet.
LOAN FROM DIRECTORS
During the year under review the Company has received the declarations pursuant to Rule2(C) (viii) of the Companies (Acceptance of Deposit) Rules 2014 for the receipt of theunsecured loans from Shri Raoof Razak Dhanani director of the Company. The Company hasobtained a declaration from him that the amount provided to the company is not fromborrowing sources and exempted from the deposit Rules as such.
REVISION IN FINANCIAL STATEMENTS OR BOARDS' REPORT UNDER SECTION 131 (1) OF THECOMPANIES ACT 2013
In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company falls within the definition of "Infrastructure Company" asprovided under Schedule VI of the Companies Act 2013 ("Act") and is thereforeexempt from the provisions of Section 186 of the Act with regard to Loans and Guarantees.
However the Company has disclosed the full particulars of the loans given investmentsmade or guarantees or security provided as required under section 186 of the CompaniesAct 2013 and Regulation 34(3) and Schedule V of the SEBI (LODR) Regulations 2015 inNotes to the financial statements attached with this Board Report.
WITHDRAWAL OF COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT
The entire process of amalgamation and arrangement was inordinately delayed for variousreasons. Further Barbeque Nation Hospitality Limited (BNHL') an Associate Companyhas filed its Draft Red Hiring prospectus to Securities Exchange Board of India for anInitial Public Offering (IPO'). The Board of BNHL is of the view that the timing ofthe proposed IPO is crucial and any delay in the IPO process may not be appropriate.Considering all the aspects and in the interest of its associate Company the Companydecided to withdraw the above said application for the time being.
Accordingly the application no. CA's/565 to 569/CAA/2019 made to National Company LawTribunal ("NCLT") Chennai Bench for Composite Scheme of amalgamation andarrangement between Sayaji Hotels Limited Ahilya Hotels Limited Sayaji HousekeepingServices Limited Sayaji Hotels Management Limited Sayaji Hotels (Pune) Limited and theirrespective Shareholders and Creditors in pursuance of Section 230 to 232 read with Section52 and Section 66 of the Companies Act 2013 be and is hereby withdrawn.
LOCKDOWN OF ALL UNITS OF THE COMPANY DUE TO THE COVID -19 PANDEMIC
Due to spread of the COVID - 19 Pandemic and Government implemented lockdown from 25thMarch 2020 to 31st May 2020 all the offices and hotel units of the Companywere completely closed except the certain hotel property given by the Company to the localadministrative authorities for stay of the various Govt. staff and for quarantine purpose.
The Company has restarted the operation of hotels post lifting of the curbs. The hotelsstarted operations based on the potential business availability and State & Districtlevel curbs implemented by the respective State Government and Local AdministrativeAuthorities.
Ministry of Corporate Affairs (MCA) has introduced a new form w.e.f. 23rd March2020.It is a simple web- based form with minimum fields which can be filed from anywhere.This form has been deployed as a purely confidence building measure to assess thereadiness of the companies to deal with COVID-19 threat in India. Your Company has alreadycomplied with that.
UPGRADATION AND ADDITIONS:
During the year under review the Company has done renovation of 2 floors of the PuneHotel and Indore Hotel each and upgraded its amenities and facilities.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Sayaji has a policy and framework for employees to report sexual harassment cases atworkplace and our process ensures complete anonymity and confidentiality of information.
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. Internal Complaints Committees has also been set up to redress complaints receivedon sexual harassment.
During the year under review the Company has not received any complaint of sexualharassment from the women employees of the Company and no complaint was pending at the endof the year.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
During the year under review the company has 5 Subsidiaries Companies and 1 AssociateCompanies as mentioned below:
|S. Name of the Subsidiaries /Associates No. ||Nature ||% of Investment |
|1. Sayaji Hotels Management Limited ||Subsidiary ||100.00 % |
|2. Sayaji Hotels (Pune) Limited ||Subsidiary ||100.00 % |
|3. Sayaji Hotels (Vadodara) Limited ||Subsidiary ||100.00 % |
|4. Sayaji Housekeeping Services Limited ||Subsidiary ||100.00 % |
|5. Malwa Hospitality Private Limited ||Subsidiary ||51.67 % |
|6. Barbeque Nation Hospitality Limited (M/s Sayaji Housekeeping Services Limited (i.e. 100% Subsidiary of M/s Sayaji Hotels Limited) holds 45.10 % Stake in Barbeque Nation Hospitality Limited) ||Associate ||Indirect Holding through wholly owned subsidiary |
The Company has sold its investment of 5217999 Equity Shares that represent 52.37 %held in the Aries Hotels Private Limited to the promoters and relative of the promoters ofthe Company.
Pursuant to Section 129 (3) of the Companies Act 2013 a statement containing salientfeatures brief financial details of the Company's subsidiaries for the financial yearended on March 31 2020 and their contribution to the consolidated financials in Form AOC- 1 is appended as Annexure - 1 to the Boards' Report and in consolidatedfinancials forming part of this Report.
The annual accounts of the Subsidiary Companies and the related information will bemade available to any Member of the Company seeking such information and are available forinspection by any Member of the Company at the Registered Office of the Company.
Pursuant to Section 136 of the Companies Act 2013 the financial statements of yourCompany Consolidated Financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of your Companyat the following link http://sayajihotels.com/investors.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In accordance with Section 135 of Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has formulated a Corporate SocialResponsibility Committee details and composition of which has been disclosed in theCorporate Governance Report forming part of this report and also on Company's website at www.sayajihotelshotels.com/investorsand the Company has also adopted a Corporate Social Responsibility Policy in this respectextracts of which are on the website of the Company at the following link http://www.sayajihotels.com/data/CorporateSocial Responsibility Policy.pdf.
In view of your Company having inadequate average net profits in the immediatelypreceding three financial years your Company did not entail any obligation towards CSRfor the Financial Year under review. Your Company is however committed to the socialcause works as a responsible corporate citizen and is making all efforts to reduce itscarbon footprint. Your Company is at the forefront of Corporate Social Responsibility(CSR) and sustainability initiatives and practices.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 2015as amended till date the Code of Conduct for prevention of Insider Trading and the Codeof fair disclosure as approved by the Board from time to time are enforced by theCompany. This Code of Conduct also includes code for practices and procedures for fairdisclosure of unpublished price sensitive information and this is made available on theCompany's website www.sayajihotels.com/investors.
The objective of this Code is to protect the interest of Stakeholders at large toprevent misuse of any price sensitive information and to prevent any insider tradingactivity by dealing in shares of the Company by its Directors Officers and DesignatedEmployees. The Company also adopts the concept of Closure of Trading Window to preventits Directors Officers Designated Employees and other employees from trading in thesecurities of the Company at the time when there is unpublished price sensitiveinformation.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March 2020 the composition of the Board of Directors was inaccordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI(LODR) Regulations 2015 with an optimum combination of Executive Non-Executive andIndependent Directors.
As on the date of this Annual Report the Board of Directors of the Company consists of5 members. The Board consists of Managing Director Whole time Director and 3 IndependentDirectors.
|S.No. Name ||Date of Appointment ||Designation |
|1. Mr. Thottapuly Narayanan Unni ||31/01/2002 ||Independent Director |
|2. Mr. Raoof Razak Dhanani ||14/11/2013 ||Managing Director |
|3. Mrs. Suchitra Dhanani ||06/02/2014 ||Whole Time Director |
|4. Mrs. Isha Garg ||27/08/2020 ||Independent Director |
|5. Mr. Saquib Salim Agboatwala ||14/02/2019 ||Independent Director |
|6. Mr. Sandesh Khandelwal ||06/02/2014 ||Chief Financial officer |
|7. Mr. Amit Kumar Sarraf ||26/09/2011 ||Company Secretary |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
Mr. Abhay Chintaman Chaudhari (DIN: 06726836) has resigned as the Independent Directorw.e.f. from 18th April 2020 due to personal reasons. Mr. Kayum Razak Dhanani(DIN: 00987597) has also resigned w.e.f. 11th November 2020. The Board placeson record its appreciation for the valuable guidance and assistance received from both theDirector during respective tenure.
DECLARATION BY INDEPENDENT DIRECTORS
As on March 31 2020 your Company had following Independent Directors:
1. Mr. T.N. Unni
2. Mr. Saquib Salim Agboatwala
3. Mr. Abhay Chintaman Chaudhari*
*Mr. Abhay Chintaman Chaudhari resiged from the post of independent director on 18thApril 2020.
In pursuance of Section 149(7) of the Companies Act 2013 the Independent Directors ofthe Company have submitted a declaration under Section 149(6) of the Companies Act 2013and Regulation 16(1) (b) of the LODR stating that they meet the criteria of independence
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are provided with necessary documents reports and internal policies toenable them to familiarize with the Company's procedures and practices. Further periodicpresentations are made at the Board and Committee Meetings on business and performanceupdates of the Company global business environment business strategy and risks involved.Quarterly updates on relevant statutory changes are provided to the Directors in the BoardMeetings.
The details of such familiarization programme for Independent Directors are posted onthe website of the Company and are available athttps://www.sayajihotels.com/data/Familiarizationprogrammefor independent directors.
SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION OF BOARD BY THEM
In due compliance with the provisions of Regulation 25(3) of the LODR a separatemeeting of Independent Directors was held in the previous year 2019-20 to inter-aliaconsider and discuss the performance of NonIndependent Directors the Chairman and toassess the quality quantity and timeliness of flow of information between the managementand the listed entity and the Board in order to help Board to perform its duties.
RETIREMENT BY ROTATION -
In accordance with the provisions of Section 152 (6) of the Act read with Articles ofAssociation of the Company Mr. Raoof Razak Dhanani will retire by rotation at the ensuingAnnual General Meeting (AGM') and being eligible offers himself for re-election.Your Board recommends his re-election.
Necessary resolutions in respect of re-appointment of Directors mentioned above areincluded in the Notice convening the ensuing AGM.
MEETINGS OF THE BOARD
The Board of Directors has met four (4) times during the year and the interveningperiod between the Meetings was within the period prescribed under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Details ofthe composition of the Board and its Committees and of the meetings held and attendance ofthe Directors at such meetings are provided in the Corporate Governance Report.
However due to COVID-19 outbreak the mandatory requirement of holding meetings of theBoard of the companies within the prescribed interval provided in section 173 of theCompanies Act 2013 (i.e.120 days) stands extended by a period of 60 days till next twoquarters i.e. till 30th September. Accordingly as a one-time relaxation the gap betweentwo consecutive meetings of the Board may extend to 180 days till the next two quartersinstead of 120 days as required in the Companies Act 2013.
GOVERNANCE GUIDELINES FOR BOARD EFFECTIVENESS
The Company has adopted the Governance Guidelines for Board Effectiveness which interalia cover aspects related to composition and role of the Board Chairman and DirectorsBoard diversity definition of independence Director's term retirement age andCommittees of the Board. It also covers aspects relating to nomination appointmentinduction and development of Directors Director's remuneration Code of Conduct BoardEffectiveness Review and mandates of Board Committees.
COMMITEES OF THE BOARD OF DIRECTORS
During the year in accordance with Companies Act 2013 the Company has the followingcommittee as at year ended 31st March 2020:
S. No. Committees of the Board
1 Audit Committee
2 Corporate Social Responsibility Committee
3 Borrowing and Investment Committee
4 Nomination and Remuneration Committee
5 Stakeholders' Relationship Committee
6 Scheme Implementation Committee
The details with respect to the composition charters and meeting held during the yearare given in detail in the Report on Corporate Governance' of the Company whichforms part of this Annual Report and is available on the Company's website at https://www.sayaiihotels.com/investors/
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board Governance Nomination & Remuneration Committee has framed a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) senior management personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013.
Pursuant to Section 134(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the Company's website at
https://www.sayajihotels.com/data/NominationAndRemunerationPolicy.pdf. We affirm thatthe remuneration paid to Directors is in accordance with the remuneration policy of theCompany.
ANNUAL EVALUATION OF THE BOARD
Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 read with the Regulation 17(10) of the SEBI (LODR)Regulations2015 it is mandatory to monitor and review the Board evaluation frameworkthe Board has carried out peer evaluation of all Board members annual performanceevaluation of its own performance as well as the evaluation of the working of theCommittees of Board.
The Board of Directors has carried out an annual evaluation of its own performanceincluding its committees for the Financial Year under review. For the aforesaid purpose astructured questionnaire was prepared after taking into consideration the guidance noteissued by SEBI on Board evaluation covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entireboard (excluding the Director being evaluated). The feedback and suggestions received fromall the Directors would be discussed at the subsequent Board Meeting. The Directorsexpressed satisfaction with the evaluation process.
The hospitality industry is prone to the impact of changes in global and domesticeconomies local market conditions hotel room supply international or local demand forhotel rooms and associated services competition in the industry government policies andregulations fluctuation in interest rates foreign exchange rates and other socialfactors. Demand for hotels is affected by global economic sentiments and therefore anychange impacting the other segments / industries / geographies will invariably impact theHotel industry too.
1. Economic Risks
Your Company operates in the luxury-upper upscale and upscale hotel segments in Indiawhere consumer demand from business leisure MICE travelers for your Company's servicesis highly dependent on the general economic performance in India and globally. There is ahistory of increases and decreases in demand for hotel rooms in occupancy levels and inrates realized by owners and operators of hotels through macro-economic cycles. Any futureslowdown in economic growth could affect business and personal discretionary spendinglevels and lead to a decrease in demand.
2. Geographical Concentration
A significant portion of your Company's revenues are derived from hotels concentratedin a few geographical regions and any adverse developments affecting such hotels orregions could have an adverse effect on your Company's business results of operations andfinancial condition. Your Company's current focus is to grow and expand the hotelportfolio in markets such as Gujarat Rajasthan Maharashtra and Goa.
Your Company operates in a highly competitive industry and success is dependent on itsability to compete on various factors such as attractiveness and quality of its offeringsquality of accommodation food and beverage location service levels and amenitiestogether with the brand reputation of its brand licensors. Your Company may alsohave to compete with any new hotel properties that commence operation in the markets inwhich it operates or intend to commence operations.
4. Seasonality and Cyclicality of Business
The hospitality industry is seasonal in nature. The period during which your Company'sproperties experience higher revenues vary from property to property dependingprincipally upon location and the guest base served. Seasonality affects leisure traveland the MICE segment (meetings incentives conferences and events); however businesstravel is generally more consistent throughout the year.
5. Consumer Demand and General Economic Conditions
Economic growth drives business and leisure travel as well as conferences banquets andevents which impact the success of your Company's operations. In addition the hotelindustry and the demand for rooms is also affected by travel advisories worldwide healthconcerns geo-political developments natural disasters in the region and inflation.Declines in consumer demand due to adverse general economic conditions risks affecting orreducing travel patterns lower consumer confidence and adverse political conditions canlower the revenues and profitability of your Company's hotels.
Your Company utilizes the brands of the brand licensor to operate and market thehotels. Your Company's hotels are generally obliged to pay periodic management feesroyalty fees fees for technical services and reimbursements for advertising marketingpromotion sales and software among others. These payments to hotel operators and brandlicensors are based on a fixed percentage of the gross revenue of the hotel.
The Company has established an effective Compliance Mechanism to mitigate the risk andwill be reviewed by the Board periodically. The Company has adopted Risk ManagementPolicy pursuant to the provision of Section 134 of the Act to identify and evaluatebusiness risks and approach for mitigation of such risks. The Company has identifiedvarious risks and also has mitigation plans for each risk identified and reviewedperiodically.
The policy framework enables the Company to identify and evaluate risks andopportunities. This framework seeks to create transparency minimize adverse impact onbusiness objective and enhance the Company's competitive advantage. The risk frameworkdefines the risk management approach across the Company at various levels includingdocumentation and reporting. Risk is analyzed by combining estimates of probability andimpact in the context of existing control measures.
The Company has laid down procedures to inform Audit Committee as well as the Board ofDirectors about the risk assessment and management procedures and status.
HUMAN CAPITAL INITIATIVES
Your Company firmly believes that employees are the vital and most valuable assets andhence has created a favorable work environment that encourages innovation and meritocracy.Your Company continues to innovate in the way human resources are managed and developedstriking a balance between business needs and individual aspirations.
Sayaji follows a performance measuring tool like Balance Score Card and Key PerformanceIndicators (BSC & KPI) applicable depending on their position in the organization bywhich evaluation of the employees' performance is done based on their area of working.This also encourage them to work hard and efficiently at all levels of work.
Your Company focuses on building on the capability of its employees through trainingand development and work life balance. During the year under review your Company hasundertaken various training initiatives for nurturing and developing talent. With anundying commitment to render delightful services your Company's employees consistentlywork towards delivering flawless performance and are continuing to delight customers.
The Company has total number of permanent employees on roll as at 31stMarch 2020 was 1690 across all its hotel units.
ENVIRONMENT HEALTH AND SAFETY
Your Company has constantly given high priority to social concerns. Your Companycontinually strive towards sustainable development by trying to find a balance between theneeds of our customers and responsible care for the environment.
The Company utilizes power from renewable energy sources which not only helps inreducing the carbon footprint but also in optimizing cost of power. Waste management is anintegral part of Company's environment management endeavors The Company promotes wastereduction as well as segregation and recycling.
Safety & Security has always been the top priority for your Company and over thepast few years focus on it has increased. The hotels of your Company are fully compliantwith local state and central Fire & Life Safety regulations. Security procedures andrisk assessments of your hotels are reviewed & updated regularly.
ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has institutionalized an adequate system of internal controls withdocumented procedures covering all corporate functions and hotel operating units. Internalcontrols provide reasonable assurance regarding the effectiveness and efficiency ofoperations the adequacy of safeguards for assets the reliability of financial controlsand compliance with applicable laws and regulations. The internal audit process provides apositive assurance based on the audits of operating units and corporate functions. Itconverges process framework risk and control matrix and a scoring matrix covering allcritical and important functions inter-alia revenue management hotel operationspurchase finance human resources and safety.
The adequate system of internal controls which ensures that all the transactions areauthorised recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition.
The focus of these reviews is:
Identification of weaknesses and improvement areas
Compliance with defined policies and processes
Compliance with applicable statutes
Safeguarding tangible and intangible assets
Managing risk environment including operational financial social andregulatory risks
Conformance to the Code of Conduct
Your Company has appointed Internal Auditors for the different units. The reports ofthe Internal Auditors are placed before the Audit Committee for their review andimprovements.
The Company has adopted various policies under the Act and SEBI (LODR) Regulations2015:
Corporate Social Responsibility Policy
Familiarization Programme for Independent directors
Material Subsidiary Policy
Related Party Transaction Policy
Risk Management Policy
Remuneration and Nomination Policy
Policy for determination of materiality
Policy for Preservation of the Documents
Policy for Procedure of Inquiry In Case of Leak of Unpublished Price SensitiveInformation ("UPSI")
Code of Fair Practices and Procedures for Disclosure of Unpublished PriceSensitive Information and Code of Conduct to Regulate Monitor and Report Trading byInsiders.
Your Company's Director make the following statement in terms of Section 134(3)(c) ofthe Companies Act 2013 which is to be the best of their knowledge and belief andaccording to the information and explanations obtained by them:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31st 2020 and a loss of the Company for the year ended onthe date
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws were in place and such systems are adequate and operating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1)AND (2) OF THE COMPANIES ACT 2013
Prior omnibus approval is obtained for related party transactions (RPT's) which are ofa repetitive nature and entered in the Ordinary Course of Business and are at Arm'sLength. A statement on RPTs specifying the details of the transactions pursuant to eachomnibus approval granted has been placed on a yearly basis for review by the AuditCommittee. All the contracts arrangements or transactions entered into during the yearunder review by the Company with Related Parties were in ordinary course of business andon an arm's length basis.
The particulars of contracts/arrangements with related parties referred to in Section188(1) and (2) of the Companies Act 2013 are provided in the prescribed Form AOC-2appended as Annexure - 2 to this Boards' Report.
In line with the requirements of the Act and the SEBI (LODR) Regulations 2015 yourCompany has formulated a policy on dealing with RPTs which can be accessed on theCompany's website under the link:https://www.sayajihotels.com/data/Related_Party_Transaction_Policy.pdf. The Policy intendsto ensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties.
DETAILS OF CHANGES IN KEY FINANCIAL RATIO & RETURN ON NET WORTH
The key financial ratios of the Company where there has been significant change (25% ormore) and change in Return on Net Worth are summarized below pursuant to Schedule V (B)to the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015:
|Particulars ||2019(%) ||2020(%) ||% of Change |
|Debtors Turnover Ratios ||6.18 ||7.49 ||21.19% |
|Turnover Ratio ||5.25 ||4.59 ||-12.50% |
|Interest Coverage Ratio ||1.12 ||0.65 ||-35.33% |
|Current Ratios ||0.74 ||0.80 ||7.89% |
|Debt Equity Ratios ||2.30 ||2.74 ||19.17% |
|Operating Profit Margin ||8.00 ||10.00 ||32.29% |
|Net Profit Margin ||-1.40 ||0.84 ||-39.90% |
|Return on Net Worth ||-4.16 ||-2.38 ||-42.62% |
At the 35th Annual General Meeting (AGM) held on 28th September2018 the Members of the Company approved the appointment of M/s K.L. Vyas & Co.Chartered Accountants Udaipur (Firm Registration No. 003289C) as statutory auditors ofthe Company for a term of 5 years from the financial year 2018-19 onwards on such termsand conditions and remuneration as may be decided by the board of the directors.Accordingly M/s K.L. Vyas & Co will continue as statutory auditors of the Companytill the financial year 2022-23.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s Neelesh Gupta & Co. Practicing Company Secretary (COP No. 6864) toundertake the Secretarial Audit of the Company for Financial Year 2019 - 2020 whose reportdated 10th July 2020 is attached separately to this report as "Annexure3".
Further Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 08 2019 andRegulation 24A of the Listing Regulations the Annual Secretarial Compliance Report dated29th June 2020 given by M/s Neelesh Gupta & Co Practicing CompanySecretary which was filed with the Stock Exchange.
The Secretarial Auditors' Report and the Annual Secretarial Compliance Report for theyear under review do not contain any qualification reservations or adverse remarks ordisclaimers and hence do not call for any further information and explanation underSection 134(3) of the Companies Act 2013.
Your Company has been practicing the principles of good corporate governance. Yourcompany has adopted good governance practices and committed to maintain high standards ofthe corporate ethics professionalism and transparency. In compliance with the provisionsof Regulations 34(3) of the SEBI (LODR) Regulations 2015 a separate report on CorporateGovernance together with a certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under the SEBI(LODR) Regulations 2015 is attached as 'Annexure - 4' to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors of your Company has adopted the Vigil Mechanism and WhistleBlower Policy in compliance with Section 177(9) and (10) of the Companies Act 2013 andregulations specified under SEBI (LODR) Regulations 2015. The Company has adopted achannel for receiving and redressing of employees' complaints. Under this policy weencourage our employees to report any reporting of fraudulent financial or otherinformation to the stakeholders any conduct that results in violation of the Company'sCode of Business Conduct. Likewise under this policy we have prohibited discriminationretaliation or harassment of any kind against any employees who based on the employee'sreasonable belief that such conduct or practice have occurred or are occurring. Noindividual in the Company has been denied access to the Audit Committee or its Chairman.
The Whistle Blower policy can be accessed on your Company's website at the link:https://www.savaiihotels.com/data/WhistleBlowerVigilMechanismPolicv.pdf
MANAGEMENT DISCUSSION & ANALYSIS
The Management's Discussion and Analysis Report on Company's performance - industrytrends and other material changes with respect to the Company and its subsidiarieswherever applicable forms part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
The SEBI (LODR) Regulations2015 mandates the inclusion of Business ResponsibilityReport ('BRR') as part of the Annual Report for top 1000 listed companies based on marketcapitalization. In Compliance with this regulation the Company has prepared a BRR for thefinancial year 2019-20 which describes the initiatives taken by the Company from anenvironmental social and governance perspective.
Pursuant to the provisions of Regulation 34(2)(f) of SEBI (LODR) Regulations theBusiness Responsibility Report has been given separately in 'Annexure-5' tothis Report
CEO & CFO CERTIFICATION
To comply with the Regulation 17(8) of SEBI (LODR) Regulations 2015 with Part B ofSchedule II Mr. Raoof Razak Dhanani Managing Director and Mr. Sandesh Khandelwal ChiefFinancial Officer have certified that the financial statements present a true and fairview of the Company's affairs and are in compliance with existing accounting standards.
The Certificate as stipulated in above mentioned regulation was placed before the Boardin its meeting held on 30th July 2020 and 13th November 2020 alongwith the Standalone and Consolidated financial statements respectively for the financialyear ended March 31 2020 and the Board reviewed the same. The said Certificate isprovided elsewhere in this Annual Report.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
CONSOLIATED FINANCIAL STATEMENTS
The Consolidated Financial Statements comprise the Company its subsidiary associatein accordance with Indian Accounting Standards (''Ind AS'') as notified under theCompanies (Indian Accounting Standards) Rules 2015 as applicable with effect from April1 2017 forming part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
In respect of the leasehold land of Indore Hotel Indore Development Authority hascancelled the lease deed vide order dated 20th Dec. 2017. The Company haschallenged the said order before Hon'ble High Court single bench and it has decided thematter against the Company vide their order dated 16thJuly 2018. HoweverCompany has filed revision writ appeal before division Bench of the Hon'ble High CourtIndore Bench. Matter is pending before the court and final hearing is awaited.
Indore development Authority has also filed an application before the competentauthority under the public premises (Eviction) Act for eviction of the Company from thesaid premises. High Court has granted stay on passing of any order under the said evictionproceedings.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOES
Particulars with regard to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexedhereto as 'Annexure 6' and form part of the Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company during Financial Year 2019-20.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year 2019-20 to which thefinancial statements relate and the date of this report.
DEMATERIALIZATION OF SHARES AND LIQUIDITY
Trading in Company's Equity Shares is compulsorily in dematerialized mode the Companyis having connectivity with the depositories viz. National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited as prescribed by the Securitiesand Exchange Board of India. As on 31st March 2020 about 91.44 % Equity ShareCapital of the Company are held in dematerialized mode. The shares of the Company areregularly traded at BSE Limited where they are listed which ensures the necessaryliquidity to shareholders. The International Securities Identification Number (lSIN)allotted to the Company's shares under the Depository System is INE318C01014.
Further your Company has also availed the demat facility for the Preference Sharesholders from NSDL and 75% of Preference Shares are already converted into the demat form.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid Annual Listing Fee and Annual Custodial Fee for the FinancialYear 2019 - 2020 to the BSE Limited and to the depository's i.e National Securities andDepositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL)respectively.
CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NON-DISQUALIFICATION OF DIRECTORS
As required under Regulation 34 and Part C of Schedule V the SEBI (LODR)Regulations2015 certificate dated 01st December 2020 obtained from M/sNeelesh Gupta & Co. Practicing Company Secretaries confirming that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by SEBI /Ministry of Corporate Affairsor any such statutory authority is annexed hereto in Annexure 7'.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a) extract of the annual return as onMarch 31 2020 in form MGT-9 is enclosed as Annexure 8' to thisreport.
PARTICULARS OF REMUNERATION OF EMPLOYEES
The information required under section 197(12) of the Act read with rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedin the 'Annexure 9' to this report.
Further none of the employee in the Company is there whose information is required tobe given as per the provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors place on record their deep sense of appreciation to all Employeessupport staff for adopting to the values of the Company viz. collaborative spiritunrelenting dedication and expert thinking to be an expertise led organization and theCompany's Customers for letting us deliver the Company's Mission statement to help thebusinesses and societies flourish.
The Board also immensely thank all the Shareholders Investors Vendors ServiceProviders Bankers and all other Stakeholders for their continued and consistent supportto the Company during the year. Your Directors would like to make a special mention of thesupport extended by the various Banks Departments of Government of India the StateGovernments the Tax Authorities the Ministry of Commerce Ministry of TourismGovernment of India Ministry of Corporate Affairs Ministry of Finance SEBI and BSE andothers and look forward to their continued support in all future endeavors.
For and on behalf of the Board
| ||T. N. Unni |
|Place: Indore ||Chairman |
|Date: 03.12.2020 ||DIN - 00079237 |