THE MEMBERS OF
SAYAJI HOTELS LIMITED.
Your Directors are pleased to present their 36th Annual Report together with itsAudited consolidated and standalone Financial Statements for the financial year endedMarch 312019.
STATEMENT OF AFFAIRS
During the year under review on standalone basis the total revenue in the year 2019has increased by 13.76% (from Rs. 19396.85 Lakhs in 2018 to Rs. 22066.16 Lakhs in 2019).This was mainly due to opening of the new hotel unit and good performance of the existinghotels. The Losses after Tax is also decreased by 26.91% (from Rs. (423.46) Lakhs to Rs.(309.49) Lakhs). On consolidated level the total revenue was increased by 14.18% (from Rs.21869.25 Lakhs to Rs. 24971.43 Lakhs).
| || |
Standalone (Rs. in Lakhs)
Consolidated (Rs. In Lakhs)
|Particulars ||Current Financial Year 31.03.2019 ||Previous Financial Year 31.03.2018 ||Current Financial Year 31.03.2019 ||Previous Financial Year 31.03.2018 |
|Revenue from Operations ||21824.54 ||19150.44 ||24441.09 ||21581.97 |
|Other Income ||241.62 ||246.41 ||530.34 ||278.28 |
|Profit/loss before Depreciation Finance costs Exceptional items and tax expense ||3783.98 ||3420.30 ||4688.20 ||4002.76 |
|Less: Depreciation/Amortization/Impairment ||2001.31 ||2045.36 ||2439.64 ||2374.53 |
|Profit/Loss before Finance cost Exceptional items and Tax Expense ||1782.67 ||1374.94 ||2248.56 ||1628.23 |
|Less: Finance Costs ||1591.45 ||1374.94 ||1875.04 ||1628.23 |
|Profit/loss before Exceptional items and Tax Expense ||191.22 ||(376.45) ||373.52 ||(257.78) |
|Add/(less):Exceptional items ||184.89 ||0 ||184.89 ||0 |
|Profit /Loss before Tax Expense and Share of Profit/(Loss) of the Associates ||6.33 ||(376.45) ||188.63 ||(257.78) |
|Share of Profit/(Loss) of the Associates ||- ||- ||(1232.91) ||193.94 |
|Profit /Loss before Tax Expense ||6.33 ||(376.45) ||(1044.28) ||(63.84) |
|Less : Tax Expense Current &Deferred ||315.82 ||47.01 ||284.17 ||325.27 |
|Profit/ loss for the year (1) ||(309.49) ||(423.46) ||(1328.45) ||(389.11) |
|Total Comprehensive Income/loss(2) ||20.03 ||60.98 ||21.86 ||56.10 |
|Total (1+2) ||(289.46) ||(362.48) ||(1306.59) ||(333.01) |
Your Directors have considered it prudent to not recommend any dividend for thefinancial year 2018-19 in the view of ongoing and upcoming expansion of its projects indifferent parts of the Country and diversifying its business by identifying newopportunities.
|Particulars ||Amount |
|Authorized Share Capital ||Rs. 4000.00 Lakhs |
|- Paid Up Equity Share Capital ||Rs. 1751.80 Lakhs |
|- Preference Shares Capital ||Rs. 1000.00 Lakh |
|Aggregate Paid Up Capital ||Rs. 2751.80 Lakhs |
During the year under review the Company has not issued shares with differentialvoting right nor granted stock option not sweat equity. The Company's equity shares arelisted with the BSE Ltd. and available for trading at the platform of BSE Ltd.
Cash and cash equivalent as at 31st March 2019 was Rs. 411.54 Lakhs. The Companycontinues to focus on judicious management of its working capital receivables andinventories. The working capital parameters were kept under strict check throughcontinuous monitoring.
In terms of the provisions of Sections 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits by Companies) Rules 2014 the Company had no opening orclosing balances and during the year under review the Company has also not accepted anypublic deposits and as such no amount of principal or interest was outstanding as onMarch 312019.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has disclosed the full particulars of the loans given investments made orguarantees or security provided as required under section 186 of the Companies Act 2013and Regulation 34(3) and Schedule V of the SEBI (LODR) Regulations 2015 in Notesto the financial statements attached with this Board Report.
However the Company is not providing infrastructural facilities as per Schedule VI ofCompanies Act 2013 hence Section 186 of the Act is not applicable wholly to the Companyas such.
AMOUNT TO BE CARRIED TO RESERVE
During the year under review Rs. (1296.67 Lakhs) are proposed to be carried in thefinancial statements under the head of the reserves and surplus.(Previous year Rs.(1007.20 Lakhs)
PROPOSED COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT.
Sayaji Hotels Limited along with its Subsidiary Companies and its associate companiesin order to streamline the business both from operating and management perspectiveproposed to consolidate alike businesses into a single identified entity and segregateother businesses into another identical entity creating a niche dedicated and focusedbusiness segment by corporate restructuring mechanism under the Composite Scheme ofAmalgamation and Arrangement. Pursuant to the said scheme similar businesses will vesttogether thereby providing focused management and propel the growth of each business.
The Composite Scheme is proposed between Sayaji Hotels Limited Ahilya Hotels LimitedSayaji Housekeeping Services Limited Sayaji Hotels Management Limited Sayaji Hotels(Pune) Limited and their respective Shareholders and Creditors in pursuance of Section 230to 232 read with Section 52 and Section 66 of the Companies Act 2013.
The Scheme Involves amalgamation of Ahilya Hotels Limited with the Company demerger ofPune and Vadodara Hotel into a new Company and demerger of its wholly owned subsidiarySayaji Housekeeping Services Limited from the Company and amalgamation into Sayaji HotelsManagement Limited .The complete scheme document is available at Companies website:https://www. savaii hotels.com/dat a/new- inv/Composite Scheme.pdf.
Keeping in mind the growth and expansion in the industry the Sayaji Group invested invarious projects and properties thereby exploring new business opportunities:
i. ENRISE - RAU (INDORE) (KSHIPRARESTAURANT PVT. LTD.- AN ASSOCIATE COMPANY)
ENRISE situated at 27 Ramesh Vihar Rau Indore Madhya Pradesh- 453331 is amid-scale hotel full service resort for leisure travelers seeking affordable luxury andcomfort. The Hotels is set up with the objective to create benchmarks in the serviceparameters provide utmost comfort and make the stay memorable.
The Hotel accommodates total of 36 guest rooms including 3 luxury suites; a fine diningrestaurant under the name of "Momentt" and 2 banquet halls. The ethos of theHotel is it is built up with fresh and modern aesthetic combined with attentive servicenext generation technology and comfortable rooms.
ii. EFFOTEL GURUGRAM (BY SAYAJI HOTELS MANAGEMENT LTD.-SUBSIDIARY COMPANY)
EFFOTEL GURUGRAM situated at Plot No 358-359 Sec- 29 City Centre GurgaonHaryana- 122001 accommodates total of 50 guest rooms spread across five floors of thebuilding categorized into Deluxe and Club Rooms with comfortable upholstered furniturewooden flooring textured walls and a modern artwork which complete the ambience.
The hotel also has a restaurant under the name of "Cube" serving healthybuffet during breakfast and A La Carte menu during Dinner and with a slurpy feed andvivers.
iii. SAYAJI HOTELS RAJKOT
SAYAJI HOTELS RAJKOT situated at Vrindavan Society Main road Near PradhyumanGreen City Tower Off Infront of Kalavad Road Rajkot Gujarat- 360005with industryacclaimed restaurants within the property guests can expect the finest food served tothem during their business or leisure stay.
The Hotel accommodates total of 78 guest rooms 3 fine dining restaurants servingculinary diversity within tasteful contemporary settings under the name of "HorizonMoon-Tree and Cravings" and 4 banquet halls for luxurious and unforgettablecelebration moments.
iv. Renovation/Expansion of Effotel Baroda
During the year the Company has renovated its Effotel - Vadodara property completely.The number of rooms have increased from 53 to 89. Private dining room were decreased from3 to 2 and Restaurants were decreased from 3 to 1
MANAGEMENT DISCUSSION AND ANALYSIS
Industry Structure And Developments
In India guest are treated as "God" like the saying goes "Athiti DevoBhava" the culture itself has made Tourism and Hospitality Industry the most risingindustry in India. It is one of the world's fastest growing industries as well as themajor source of foreign exchange earnings and employment for many developing countries.
India's rising middle class and increasing disposable incomes has continued to supportthe growth of domestic and outbound tourism. Since its inception Sayaji have beenredefining Hospitality and persistently making people comfortable even though they are faraway from their home.
According to a recent reports released by India Brand Equity Foundation (IBEF) theindustry is expected to create 13.45 million jobs across sub-segments such as RestaurantsHotels and Travel Agents/Tour Operators.
The travel & tourism sector in India accounted for 8 per cent of the totalemployment opportunities generated in the country in 2017 providing employment to around41.6 million people during the same year. The number is expected to rise by 2 per centannum to 52.3 million jobs by 2028.
International hotel chains are increasing their presence in the country as it willaccount for around 47 per cent share in the Tourism & Hospitality sector of India by2020 & 50 per cent by 2022.
(source: BWBusinessworld Hospitality Industry In India)
BIG CONTRIBUTOR TO COUNTRY'S GDP
Tourism in India is important for the country's economy and is growing rapidly. TheWorld Travel and Tourism Council calculated that tourism generated ^16.91 lakh crores(US$240 billion) or
9.2% of India's GDP in 2018 and supported 42.673 million jobs 8.1% of its totalemployment.
The following chart below shows the market size and contribution of the Hospitality andTourism business to the Country's GDP and forecasted data for the year 2028 which isevidently higher.
PERFORMANCE: GROWTH DURING THE PERIOD
India is the most digitally-advanced traveler nation in terms of digital tools beingused for planning booking and experiencing a journey India's rising middle class andincreasing disposable incomes has continued to support the growth of domestic and outboundtourism.
During 2018 foreign tourist arrivals (FTAs) in India stood at 10.56 million achievinga growth rate of 5.20 per cent year-on-year. FTAs in January 2019 stood at 1.10 millionup 5.30 per cent compared to 1.05 million year-on-year.
Initiatives by Government:
Development of tourism infrastructure Theme based circuits are being developedunder the Swadesh Darshan Scheme spanning the entire country. A total number of 07projects have been sanctioned during 2018-19 for a total amount of Rs. 384.67 Crore. Withthis a total number of 73 projects have been sanctioned till date for an amount of Rs.5873.99 Crore under this Scheme covering 30 States and Union Territories in the country.
Nine projects under the Swadesh Darshan Scheme have been inaugurated betweenAugust to December 2018 in the States of Manipur Arunachal Pradesh Andhra PradeshNagaland Chhattisgarh and Madhya Pradesh. Facilities like Tourist Facilitation CentersEco Log Huts Sound and Light Show
Helipads Cafeteria Wayside Amenities Nature Trails Jetties Boat club AdventureZones Interpretation Centers Water Sports Craft Villages Tribal Thematic VillagesIllumination etc. have been developed as part of the above projects.
Integrated development of identified pilgrimage destinations is being undertakenunder the National Mission on Pilgrimage Rejuvenation and Spiritual HeritageAugmentation Drive' (PRASHAD) Scheme.
One project has been sanctioned during 2018-19 for a total amount of Rs. 39.24Crore. A total number of 24 projects have been sanctioned till date for an amount of Rs.727.16 Crore under this Scheme.
(Source: Press Information Bureau Government of India Ministry of tourism)
THREATS & CHALLENGES
Fluctuations in international tourist arrivals: The total dependency on foreigntourists can be risky as there are wide fluctuations in international tourism. Domestictourism needs to be given equal importance and measures should be taken to promote it.
Shortage of skilled employees: One of the greatest challenges plaguing thehospitality industry is the unavailability of quality workforce in different skill levels.
Retaining quality workforce: Though there is boom in the service sector most ofthe hotel management graduates are joining other sectors like retail and aviation.
Intense competition: The industry is witnessing heightened competition with thearrival of new players new products and new systems.
Customer expectations: As India is emerging as a destination on the globaltravel map expectations of customers are rising. The companies have to focus on customerloyalty and repeat purchases.
Human resource development: India is focusing more on white collar jobs thanblue collar jobs. The shortage of blue collar employees will pose various threats to theindustry.
Image of India: The image of India as a country overrun by poverty politicalinstability safety concerns and diseases also harms the tourism industry.
Despite the threats and challenges Sayaji is achieving and overcoming every suchchallenge facing them as an opportunity to grow by market analysis surveys new projectsproviding trainings study and analysis and hence keeping pace with the changing trendstastes and preferences of the customers.
FUTURE TRENDS AND OPPORTUNITIES
The Indian hospitality industry has experienced prominent growth in recent years due tovarious factors including the rising purchasing power of domestic travelers an increasein commercial development and foreign tourist arrivals a growing airline industry andgovernment-led initiatives aiming to stimulate the sector. There is a great deal of scopeto expand tourism across India and as the country improves air travel connections andrelaxes visa restrictions tourist arrivals should increase.
i. SENIOR LIVING
Much is said about Indian demographic being one of the youngest in the world. It isjust as pertinent to note that an estimated 150 million Indians (more than the totalpopulation of most nations will be over 60 years old by 2030. A fair number of India'ssenior citizens are traveling the world asserting their financial independence andseeking a discerning lifestyle post retirement. The traditional adage of letting yourchildren care' for you in your old age is being replaced by this populace choosingto live on their own terms in communities of like minded individuals. Senior living homesare quite certainly a future trend.
ii. GROWTH OF THE LEASING MODEL
Leasing of Hotels is fast emerging as the preferred mode of growth for budget andmidscale brands active in India. At a fundamental level leasing of hotels requires thelessor (or the developer) to undertake the development risk while shifting the operatingrisks to the lessee (or the operator). Both parties may also partake in the capitalexpenditure and agree on a revenue share agreement. The asset on offer can be on variedstages of development - from land lease to a completed hotel. The operator/brand takes theP&L risk whereas the owner/Landlord is offered returns off the top-line of the asset.
iii. TOTAL REVENUE MANAGEMENT (TRM)
In the past few decades while we have witnessed the growth of revenue management intoa strong and necessary discipline for many industries dealing with finite inventory andvarying demand patterns its true applicability to the growth and success of hotels is yetto achieve its potential. In recent years we have begun to see a shift in the applicationof traditional revenue management towards Total revenue Management (TRM). TRM is not to beconfused with solely applying revenue management concepts to all income streams of ahotel. While that is an essential component TRM is also about designing pricingstrategies that optimize the total curve in adopting TRM.
iv. EXPERIMENTAL HOSPITALITY
Creating a vibe of sharing and spontaneity for the next-gen travellers these hotelswill aspire to attract an audience that's seeks a social welcoming and communicativelifestyle. With an eye to meet the rapidly changing guest expectations from theirexperience providers' hotels today are pushing boundaries broadening horizonsaugmenting services and aiming to provide guest care that is truly discerning. Hotelbrands have begun to recognize the fact that their patrons don't just want a good productor great service they yearn for a unique experience.
v. BRAND VALUATIONS
Businesses are frequently valued using one or more established approaches acrossindustries and sectors. In recent times have increasingly and justifiably so embracedthe idea that business value is not made up of its tangible assets alone. The importanceof not just the brand but also patents and trademarks technology and intellectualproperty as well as human capital is now being ascribed value which in many cases hascaused a measurable shift in the market value of companies when compared to their bookvalue.
vi. MODULAR CONSTRUCTION TECHNIQUES
Modular construction is a process of building prefabricated portions of a structure inan offsite location transporting it to the site and then assembling these modules'to complete a home hospital office building or hotel. These blocks may be assembledbeside upon or around each other to create a variety of building structures. Touted tobe less expensive time saving and decreased wastage focused this plug play style ofconstruction has been strongly adopted by developers across the globe.
INTERNAL COMPLAINT COMMITTEE AS PER THE REQUIREMENT OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at its workplace and in line withthe provision of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has formulated a policy on Protection of Women'sRights at Workplace' as per the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. This has been widely disseminated.Sayaji has formulated a Grievances Escalation Order to approach anyone for any Grievances.There were no cases of sexual harassment complaints received by the Company in thefinancial year 2018-19.
SUBSIDIARY/IES AND ASSOCIATES
Your Company holds 100% equity as well as preference share capital in followingcompanies:
- Sayaji Housekeeping Services Limited
- Sayaji Hotels Management Limited
- Sayaji Hotels (Pune) Limited
- Sayaji Hotels (Vadodara) Limited.
And it also holds 52.37% equity share capital in Aries Hotels Private Limited and51.67% in Malwa Hospitality Private Limited. The Company also has one Associate Companyi.e. Winner Hotels Private Limited holding 23% equity capital.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy foryour Company pursuant to the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) on therecommendations of the CSR Committee. The policy encompasses the company's philosophy fordelineating its responsibility as a corporate citizen and lays down the guidelines andmechanism for undertaking socially useful programs for welfare & sustainabledevelopment of the community at large.
As the average net profit of the Company for last 3 years is negative hence there is noliability on the Company to incur expenditure on CSR activities as prescribed u/s 135 andSchedule VII of the Companies Act 2013 hence is not required to provide particulars ofCSR during the Financial Year 2018-19.
CSR Policy has also been approved by the Board and placed on the Company's website athttps://www.savaiihotels.com/data/ Corporate Social Responsibility Policv.pdf
RISK AND CONCERN
Businesses in the hospitality industry are constantly exposed to a unique set of risksthat come with providing the services and amenities that guests demand.
Sayaji being in hospitality industry often faces heightened risks as many businesseshave a high turnover of employees and large proportion of part-time workers. Furthermorenew risks are always appearing in the hospitality industry and with constantly changingregulations and trends previous exposures can present new and different challenges. Assuch it's important that owners and managers in the hospitality industry keep up with thecurrent and emerging risks to their business so that they can put management strategies inplace to address them.
A non-exhaustive list of risk exposures that are common to the hospitality sector is asunder:
i. Food-Borne Illness
Food safety is one of the biggest risks for businesses operating in the hospitalityindustry. Some common infections and viruses are also leading causes of illness fromcontaminated food. The virus can be spread when food comes into contact with infectedpeople or contaminated surfaces.
In order to reduce the risk in this area restaurant personnel should be thoroughlytrained in food handling sanitation and health safety procedures and food vendors'quality controls should be put in place to will ensure that the food they provide is assafe as possible.
ii. Alcohol Fueled Behavior
Businesses that serve alcohol face a range of potentially serious risk exposures.Alcohol-fuelled patrons are more difficult to deal with create more mess such asspillages and breakages and are more disorderly which puts staff at greater risk of harm.
It is therefore essential that employees who serve alcohol hold the appropriatelicenses and are continuously trained to ensure they don't become complacent over time.
iii. Shortage of Experienced Personnel
Travel and hospitality companies must identify and address wage and worker satisfactionissues to keep their people happy and motivated to provide the level of service customersexpect. As the industry continues to grow staff will have more options both in andoutside the industry and the poaching of experienced personnel will become a competitivesport.
iv. Consumer Perception of Risk
Terrorist attacks biological outbreaks and incidents of political or social violencecan not only significantly impact specific locations but can also have a more widespreadchilling impact
on leisure travel behavior across a region or even globally. What's challenging for thehospitality industry is that related losses are impossible to predict and difficult toinsure against
v. On-Premises Security
Keeping guests safe is a high priority for the hospitality industry. However due to thedifficult economic environment many businesses have scaled back on security which canresult in increased exposures and heightened liability if it creates an unsafeenvironment.
It's important that property managers in the hospitality sector review their securitystaffing levels and equipment to ensure they are providing adequate protection for guests.Both internal security staff and any contracted staff should be thoroughly checked out andprovided with adequate training and security systems such as cameras should also beproperly maintained.
vi. Cyber Security
Businesses in the hospitality industry are often targeted by cyber crime. If thesecurity of personal financial information is compromised the business may incursignificant costs as a result of having to notify customers whose data has been exposedand any resulting compensation claims. All hospitality firms should have data safeguardsand procedures in place in order to mitigate their cyber exposure. In order to ensure yourcustomers employees and business are safe hospitality businesses should carefully reviewtheir current and new exposures as well as the policies and procedures that they have inplace to mitigate their risks.
RISK MANAGEMENT POLICY
An effective risk management strategy is essential for members of the hospitalityindustry. Risk management helps employees to identify analyze assess and hopefullyavoid or mitigate risks coming from a variety of sources such as financial upset legalramifications accidents natural disasters data or cyber security breaches and manymore.
Your Company believes that managing risks helps in maximizing returns. The Company'sapproach to addressing business risks is comprehensive and includes periodic review ofsuch risks and a framework for mitigating controls and reporting mechanism of such risks.The risk management framework is reviewed periodically by the Board and the AuditCommittee.
Some of the risks that the Company is exposed to are:
- Financial risks
- Commodity price risks
- Regulatory risks
- Human resource risks
- Strategic risks
Your Company has been continuously working to improve human resources skillscompetencies and capabilities in the Company which is critical to achieve desired resultsin lines with its strategic business ambitions.
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers.
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.
Sayaji also has a Human Resource Application which let its user seek technologyadvantage by providing following features:
Access official/personal details on software.
Available as a Smart Phone Application
Check leave balances status
Apply for Leaves
Company news & Articles
Mark and check attendance
Check your Performance Score card
Grievance Escalation etc
The Company is also committed to nurturing enhancing and retaining its top talentthrough superior learning and organizational development. The Company has total number ofpermanent employees on roll as at 31st March 2019 was 1910across all its units.
SAFETY HEALTH AND ENVIRONMENT
A safe work environment is non-negotiable for which we follow global safety standardsin all our units. Our safety practices ensure all possible safety hazards are identifiedand eliminated not only at the workplace but also during employee travel. As statedabove Sayaji has thus formulated and implemented a policy on prevention of sexualharassment at the workplace with a mechanism of lodging complaints. During the year underreview no complaints were reported to the Board.
The Company is also conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources.
PERFORMANCE OF THE SUBSIDIARY COMPANIES - AUDITED FINANCIAL STATEMENTS OF THE COMPANY'SSUBSIDIARIES
As on 31st March 2019 the Company has 6 Subsidiaries and 1 Associate Company. Duringthe year under review there was no change in the nature of businesses of Subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries and Associates. A statement containing salientfeatures of the financial statements of the subsidiary/associate companies is alsoincluded in the annual report as attached in Annexure - 7.
Pursuant to the provisions of Section 136(1) of the Act the financial statements ofthe Company consolidated financial statements along with relevant documents and separateaudited financial statements in respect of the subsidiaries are available on the websiteof the Company i.e. www.savaiihotels.com.
Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's Registered Officeor e-mail to firstname.lastname@example.org.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
The Board of Directors has an optimum combination of executive and non-executiveindependent directors including one woman director according to the requirement of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. As on 31st March 2019 yourBoard has following directors and key managerial personals:
|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. ||Mr. Abhay Chintaman Chaudhari ||14/02/2017 ||Independent Director |
|5. ||Mr. KayumRazakDhanani ||30/11/2012 ||Director |
|6. ||Mr. Saquib Salim Agboatwala ||14/02/2019 ||Additional Director (Independent Category) |
|7. ||Mr. Sandesh Khandelwal ||06/02/2014 ||Chief Financial officer |
|8. ||Mr. Amit Kumar Sarraf ||26/09/2011 ||Company Secretary |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
During the year under review Mr. Pradeep Goyal (DIN: 02798770) and Mr. Sanjay Ahuja(DIN: 00084945) resigned from the Board w.e.f 30/11/2018 and 20/02/2019 respectively andMr. Saquib Salim Agboatwala (DIN: 06611659) was appointed as an Additional Director(Independent category) w.e.f 14/02/2019.
As on March 31st 2019 following Independent Directors were there in the Company:
|S.No ||Name ||DIN ||Date of Appointment |
|1. ||Mr. T.N. Unni ||00079237 ||31/01/2002 |
|2. ||Mr. Abhay Chintaman Chaudhari ||06726836 ||14/02/2017 |
|3. ||Mr. Saquib Salim Agboatwala ||06611659 ||14/02/2019 |
The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from Independent Directors confirming that he is notdisqualified from appointing/ continuing as Independent Director.
RETIREMENT BY ROTATION -
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of Articles of Association of the Company Mrs. Suchitra Dhanani is liable to retireby rotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her appointment.
The resolutions seeking approval of the members for the reappointment of Mrs. SuchitraDhanani have been incorporated in the Notice of the Annual General Meeting of theCompany.
RE-APPOINTMENT OF THE INDEPENDENT DIRECTORS FOR THE SECOND TERM
In the last Annual General Meeting which was held on 28th September 2018 Mr. T.N.Unni aged above 75 years was reappointed for the second term of 5 years w.e.f. 1stApril 2019 to 31st March 2024 by passing Special resolution.
CHANGES IN OTHER KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act during the year under reviewthere were no changes in the position of KMPs.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 (Eight) times during the financial year 2018-19. The meeting detailsare provided in the corporate governance report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In order that familiarize the independent directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. The Company has disclosed on its website AFamiliarization Program for Independent Directors. It can further be accessed at thefollowing website-https://www.savaiihotels.com/data/Familiarization programme forIndependent directors.pdf
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The selection of new directors is done by the Board of the Company. The Board delegatesthe screening and selection process to the nomination and remuneration committee whichconsists maiority of independent directors. The Committee based on defined criteriamakes recommendations to the Board on the induction of the new directors. The Policy forthe Selection and Appointment of Directors is publicly available on the Company's websiteat www.sayaiihotels.com which forms the part of this Annual Report.
ANNUAL EVALUATION OF THE BOARD
Company ensures that the process for evaluation of the Board committees and directorsshould be developmental rather than just a compliance exercise.
The Nomination & Remuneration committee (NRC) constituted under section 178 of theAct has been made responsible for carrying out evaluation of every director's performance.The NRC and the Board have laid down the manner in which formal annual evaluation of theperformance of the Board committees and individual directors has to be made. AllDirectors responded through a structured questionnaire giving feedback about theperformance of the Board its Committees Individual directors and the Chairman.
The Individual Directors' responses to the questionnaire on the performance of theBoard Committee(s) Directors and Chairman were analyzed to arrive at unbiasedconclusions.
Criteria for evaluation of board of directors as a whole
The frequency of meetings;
The length of meeting;
The administration of meeting;
The number of committee and their note;
The flow of information to board members and between board members;
The quality and quantity of information; and
The Disclosure of information to the stakeholders.
Criteria for evaluation of the individual Directors
Ability to contribute and monitor corporate governance practices;
Ability to contribute by introducing best practices to address top managementissues;
Participation in long term strategic planning;
Commitment to the fulfillment of director obligations and fiduciaryresponsibility;
Monitoring management performance and development;
Statutory compliance and Corporate Governance;
Attendance and contribution at board/Committee meetings;
Time spent by each of the member; and
Management has laid down internal financial controls to be followed by the Company. Wehave adopted policies and procedures for ensuring the orderly and efficient conduct of thebusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and covers all offices and key business areas.Significant audit observations and follow up actions thereon are reported to the AuditCommittee. The Audit Committee reviews adequacy and efficiency of the Company's internalcontrol mechanisms and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
A CATALOGUE OF VARIOUS POLICIES OF THE COMPANY ARE HEREUNDER:
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.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Company's Directors make the following statement in terms of Section 134(3)(c) ofthe Companies Act 2013 which is true & correct to be the best of their knowledge andbelief and according to the information and explanations obtained by them:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 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 2019 and of the loss of the Company for the year ended on thatdate
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 that such systems were adequate and operatingeffectively.
COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
During the year in accordance with Companies Act 2013 the Company has the followingcommittee as at year ended 31st March 2019:
|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 meetings held during theyear are given in detail in the Report on Corporate Governance' of the Companywhich forms part of this Annual Report and is available on the Company's website athttps://www.savaiihotels.com/investors
RELATED PARTY TRANSACTIONS
Transaction entered with the related parties defined under the Companies Act 2013 andprovisions of SEBI (LODR) regulation 2015 during the financial year 2018-19 were mainlyin the ordinary course of business and on arm's length basis.. All such contracts orarrangements have been approved by the Audit Committee. No material contracts orarrangements with related parties were entered into during the year under review. Furtherthe prescribed details of related party transactions of the Company in Form No. AOC-2 interms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014is given in the Annexure 1 to this Report.
The policy on materiality of Related Party Transaction and dealing with related partytransaction as approved by the Board is available on the Company's website and can beaccessed at: https://www.savaiihotels.com/data/Related Party Transaction P olicv.pdf
KEY FINANCIAL RATIOS
In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018)(Amendment) Regulations; 2018 the Company is required to give the details of significantchanges (Change of 25% or more as compared to the immediately previous financial Year) inkey sector specific financial ratios.
The Company has identified the following ratios as key financial ratios:
|Particulars ||2018 (%) ||2019 (%) ||% of Change |
|Debtors Turnover Ratios ||6.37 ||6.18 ||-3.06 |
|Turnover Ratio ||5.65 ||5.25 ||-7.08 |
|Interest Coverage Ratio ||0.73 ||1.12 ||54.25 |
|Current Ratios ||0.93 ||0.74 ||-20.46 |
|Debt Equity Ratios ||2.22 ||2.30 ||3.49 |
|Operating Profit Margin ||5 ||8 ||56.94 |
|Net Profit Margin ||-2.18 ||-1.40 ||-35.75 |
M/s K. L. Vyas & Co. Chartered Accountants (F.R.No 003289C) shall hold office asthe Statutory Auditors of the Company for a term of five consecutive years i.e. till theconclusion of the 40th AGM of the Company to be held in the year 2023 and approval ofwhich from the Members by way of Special Resolution was obtained in the 35th AGM of thecompany held in the year 2018.
The report of the Statutory Auditors along with the Notes to Schedules is enclosed tothis report.
The Auditors' have confirmed their eligibility under Section 141(3)(g) of the CompaniesAct 2013 and the Rules framed there under for appointment as Auditors of the Company. Asrequired under SEBI (LODR) Regulations 2015 the auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardappointed M/s Ritesh Gupta & Co. Practicing Company Secretary (holding Certificateof Practice bearing No 3764) to conduct Secretarial Audit for the FY 2018-19. TheSecretarial Audit Report for the financial year ended March 31 2019 is annexed herewithmarked as "Annexure 2" in Form No. MR-3' to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance is providedtogether with a Certificate from the Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under Listing Regulations.A Certificate of the CEO and CFO of the Company in terms of Listing Regulations interalia confirming the correctness of the financial statements and cash flow statementsadequacy of the internal control measures and reporting of matters to the Audit Committeeis also annexed. The extract of annual return in Form MGT-9 as required under Section92(3) of the Companies Act and Rule 12 of the Companies (Management and Administration)Rules 2014 is appended as an Annexure to this Annual Report.
CEO & CFO CERTIFICATION
As required under Regulation 17(8) of the SEBI (LODR) Regulations2015 Certificatesigned by Mr. Raoof Razak Dhanani Managing Director and Mr. Sandesh Khandelwal ChiefFinancial Officer for the year 2018-19 was placed before the Board of Directors in its1st Board Meeting held on 30th May' 2019 and is annexed to Corporate Governance Report.
A copy of the certificate on the financial statements for the financial year endedMarch 31st2019 is annexed along with this Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company is prepared in accordance withIndian Accounting Standards (''Ind AS'') as notified under the Companies (IndianAccounting Standards) Rules 2015 with effect from April 1 2017 forming part of thisAnnual 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 has challenged thesaid order before Hon'ble High Court single bench and it has decided the matter againstthe Company vide their order dated 16thJuly 2018.However Company has filed revision writappeal before division Bench of the Hon' ble High Court Indore Bench. Matter is pendingbefore 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 grated stay on passing of any order under the said evictionproceedings.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continued to focus on energy conservation measures during the year acrossall its units and has implemented various Energy Conservation programs and latesttechnology up gradation measures your Company also earned foreign currency in FinancialYear 2019-2020 The hotels are fitted with energy saving devices to conserve energy in thelong run which leads to reduce energy cost and helps to promote economic political andenvironmental sustainability and thus maximize profit.
Information as required under Section 134(3)(m) of the Act read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are furnished in Annexure 3 to thisReport.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Company complied with the applicable provisions of Secretarial Standard-1 andSecretarial Standard-2 issued by the Institute of Company Secretaries of India withrespect to Board Meeting and General Meetings
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT
There are no material changes and commitment affecting the financial position of theCompany between the end of the financial year and the date of this report.
DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Company's shares are available for dematerialization with both the Depositoriesviz. National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL). About 91.32% of the paid-up equity share capital of the Company isin dematerialized as on March 312019.
LISTING & DEPOSITORY FEE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the BSE Ltd.according to the prescribed norms & regulations. Company has also paid Annual CustodyFee to National Securities Depository Limited and to Central Depository Services.
CERTIFICATE FROM PRACTICING COMPANY SECRETARY OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015) a certificate from a companysecretary in practice that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority is attached as Annexure4' to this Report.
As per the provisions of Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is attached as Annexure 5' to this Report.
PARTICULARS OF REMUNERATION OF EMPLOYEES
The disclosure required to be made in terms of Section 197(12) of the Companies Act2013 and Rule 5(1) is annexed herewith as "Annexure 6".
The information as per the provision of section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as under-
|1 ||Name and Designation of The Employee ||Vivek Kumar Thakur (General Manager of the Sayaji Hotel - Indore Unit) |
|2 ||Remuneration Received ||318250/- Monthly Gross |
|3 ||Nature Of Employment Whether Contractual Or Otherwise ||On roll employee |
|4 ||Qualifications And Experience Of The Employee ||Diploma in Hotel Management Experience - 18 years. |
|5 ||Date Of Commencement Of Employment; ||01.06.2017 |
|6 ||The Age Of Such Employee; ||42 Year (13 Nov 1976 - Date Of Birth) |
|7 ||The Last Employment Held By Such Employee Before Joining The Company ||General Manager Chancery Pavilion Bangalore |
|8 ||The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub - rule (2) above ||None |
|9 ||Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager ||He is not relative of any director and manager. |
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain an industry leader. The Board of Directorswould also like to express their sincere appreciation for the assistance and co-operationreceived from the financial institutions banks Government authorities Local Authoritiescustomers vendors and members during the year under review. The Boards of Directors alsowish to place on record its deep sense of appreciation for the committed services by theCompany's executives staff and workers.
This Report contains forward-looking statements that involve risks and uncertainties.When used in this Report the words anticipate' believe' estimate'expect' intend' will' and other similar expressions as they relate tothe Company and/or its businesses are intended to identify such forward-lookingstatements. The Company undertakes no obligation to publicly update or revise anyforward-looking statements whether as a result of new information future events orotherwise. Actual results performances or achievements could differ materially from thoseexpressed or implied in such forward-looking statements. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of theirdates. This Report should be read in conjunction with the financial statements includedherein and the notes thereto.
For and on behalf of the Board
Raoof Razak Dhanani
DIN - 00174654
Date : 13.08.2019.