Sri Havisha Hospitality and Infrastructure Limited Dear Esteemed Members
The Directors take pleasure in presenting the Annual Report of Sri Havisha Hospitalityand Infrastructure Limited ('the Company' or 'SHHIL') along with the Audited FinancialStatements for the Financial Year ended March 31 2022.
2. FINANCIAL PERFORMANCE:
The Financial performance of the Company for the year 2021-22 is indicated below:
Rupees in Lakh
|Particular ||2021-22 ||2020-21 |
|Gross Income ||909.14 ||408.98 |
|EXPENSES || || |
|Cost of materials consumed ||112.85 ||93.59 |
|Employee benefit expense ||324.89 ||243.16 |
|Finance costs ||12.02 ||23.18 |
|Depreciation and amortisation expense ||99.71 ||191.56 |
|Other expenses ||351.97 ||207.90 |
|Total expenses (IV) ||901.44 ||759.39 |
|Profit / (Loss) before tax (V+VI) ||7.70 ||(350.41) |
|Total Tax Expense ||(50.13) ||(21.73) |
|Net Profit / (Loss) for the year after tax (V-VI) ||57.83 ||(328.68) |
3. PERFORMANCE REVIEW:
The Total Income for FY 2021-22 is Rs. 909.13 Lakhs which is higher than the previousyear's total income of Rs. 408.98 Lakhs. The Company reported after tax Profit of Rs. 7.70Lakhs for the year FY 2021-22 as against the Loss of Rs. 350.41 Lakhs for FY 2020-21.
4. STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY:
As Informed to the Shareholders in the Previous Year's Report the merger process ofShri Shakti Resorts and Hotels Limited (Transferor Company) with your Company was atadvance stage. Thereafter your Company received Approval from National Company LawTribunal (NCLT) for the merger of Transferor Company with your Company.
This Merger will strengthen the prospects of your Company. Though your Company is adebt free Company till now we could not revive the business of the Company. With thisMerger your Company now has active business since Shri Shakti Resorts & Hotels Ltd isa fully operational Company which is active in the Hospitality Industry.
This merger resulted in reasonable turnover in your Company and helped in concludingthe Year 2021-22 on profitable note. This favourable trend is continuing in the presentfinancial year also wherein your Company recorded good revenues and profit in the FirstQuarter of financial year 2022-23. This augurs well for the future of your Company whichstarted picking up good volumes of business in the highly challenging post Covid scenario.
Hence your directors are confident that this merger will bring in more positivedevelopments into your Company and expect to achieve better results in the years to come.The Directors along with the senior Managerial team identified various businessinitiatives to be taken up on priority along with the action plan to shore up the revenuesin the post Covid Scenario. Thus the macro strategy for the merged entity is identifiedalready. The endeavour of your directors is to maximize the returns to shareholders and wereiterate our commitment to achieve this in the near future.
In view of the accumulated losses and the need to conserve available funds for theoperations of the Company your Company has considered it prudent to not to proposedividend for the financial year ended March 31 2022.
6. DEPLOYMENT OF FUNDS:
Rs. In lakhs
|Sources of Funds || |
|Share Holders Funds ||3246.04 |
|Non - Current Liabilities ||246.43 |
|Current Liabilities ||704.68 |
|Total ||4197.15 |
|Application of Funds || |
|Non-Current Assets ||2691.89 |
|Other Non - Current Assets ||1006.66 |
|Current Assets ||415.37 |
|Long Term Loans & Advances ||12.79 |
|Other Current Assets ||70.44 |
|Total ||4197.15 |
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments for the likely impact affecting financialposition between end of the financial year and the date of the report except for theimpact arising out of the continuance of the COVID-19 pandemic which has risenexponentially during the second wave till the date of signing of this Report.
8. SIGNIFICANT AND MATERIAL ORDERS:
Our company has received the order from Hon'ble NCLT Hyderabad bench approving themerger of Shri Shakti Resorts and Hotels Limited (transferor company) with Sri HavishaHospitality And Infrastructure Limited on November 16 2021.
9. TRANSFER TO RESERVES:
As permitted under the provisions of the Companies Act 2013 the Board feels that theprofit of the Company can be utilised in other profitable way considering the same noamount of the Profit has been transferred to the Reserve.
The Company has not accepted any deposits covered under chapter V of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014 for the year under review.
11. PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS:
Your Company has complied with the provisions of Section 185 and 186 of the CompaniesAct 2013 with respect to Loans guarantee or investments made.
12. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review the Company did not have any subsidiary associate andjoint venture company
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on the recommendations of the Nomination and Remuneration Committee('NRC') and in accordance with the provisions of the Act and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBIListing Regulations') Company has appointed following persons as Directors of the Companyat Board Meeting held on February 14 2022
I. Ms. Satya Pinjala (DIN- 00042281) as Additional Director on the Board of theCompany. However at the Board Meeting held on April 16 2022 the Board of Director of theCompany has passed Resolution for change in designation of Ms. Satya Pinjala fromNon-Executive director to Whole Time director.
II. Mr. Dharmin Dontamsetti (DIN-07350807) as Non-Executive Director.
III. Prof. Sydney Prabhu Miranda (DIN-02087483) as an Independent Director of thecompany.
Pursuant to Regulation 17(1C) of the SEBI Listing Regulation the Company has taken theapproval of the Shareholders on May 11 2022.
On February 14 2022 the then CFO of the Company Mr. V. Padmanabham has beenre-designated as Finance Manager. Thereafter Company has appointed Mr. ChandrasekharaPrasad Chodavarapu as the Chief Financial officer of the Company.
Further the Company has appointed Mr. Polepeddi Sathyanarayana (DIN: 03531819)as an Independent Director on the Board of the Company through Resolution by Circulationand same has been recorded in Meeting of Board of Directors held on May 30 2022.
He is a person of integrity and possesses the requisite qualificationsexperience and expertise required for discharging his duties as an Independent Director.
A Resolution seeking shareholders' approval for his appointment forms part of theNotice.
In accordance with the requirements of the Act and the Company's Articles ofAssociation Ms. Deekshita Dontamsetti retires by rotation and being eligible offersherself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment forms part of the Notice.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees.
Pursuant to the provisions of Section 203 of the Act the Key ManagerialPersonnel of the Company as on March 31 2022 are:
|S. No. Name ||Designation |
|1. Mr. Venkat Manohar Dontamsetti ||Managing Director |
|2. Mr. Chandrasekhara Prasad Chodavarapu ||Chief financial Officer |
|3. Mr. Rahul Jain ||Company Secretary |
14. BOARD MEETINGS:
Five meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which forms a partof the Annual Report
15. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofSEBI Listing Regulations. There has been no change in the circumstances affecting theirstatus as Independent Directors of the Company. In terms of Regulation 25(8) of SEBIListing Regulations they have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgment and withoutany external influence. The Board of Directors of the Company has taken on record thedeclaration and confirmation submitted by the Independent Directors after undertaking dueassessment of the veracity of the same.
The Independent Directors of the Company have confirmed that they have registered theirnames in the data bank of Independent Directors maintained with the Indian Institute ofCorporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules2014 (as amended).
16. EVALUATION OF THE BOARD'S PERFORMANCE:
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the Board Composition and Structure; Degreeof fulfilment of key responsibilities towards stakeholders (by way of monitoring corporategovernance practices participation in the long-term strategic planning etc.);Effectiveness of board processes information and functioning etc.; Extent ofcoordination and cohesiveness between the Board and its Committees; and Quality ofrelationship between Board Members and the Management.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors.
The Board and the NRC reviewed the performance of individual Directors on the basis ofcriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
In the Board Meeting that followed the meeting of the Independent Directors and meetingof NRC the performance of the Board its committees and individual Directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.
17. POLICY ON DIRECTORS/ APPOINTMENT AND REMUNERATION:
The policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) of the Companies Act 2013 is adopted by the Board.We affirm that the remuneration paid to the Directors is as per the terms laid out innomination and remuneration policy of the Company.
a) THE STATUTORY AUDITORS
M/s P. Suryanarayana & Co. Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 27 September 2017 for aperiod of five years commencing from the conclusion of the 24th AGM of theCompany until the conclusion of the 29th AGM of the Company to be held on inthe year 2022. Accordingly M/s P. Suryanarayana & Co. will complete its first termas the Statutory Auditors of the Company at the conclusion of the 29th AGM and areeligible to be re-appointed as the Statutory Auditors of the Company for another term offive years.
The Board of Directors based on the recommendation of the Audit Committee approved thereappointment of M/s P. Suryanarayana & Co. as the Statutory Auditors of the Companyfor a second term of five consecutive years i.e. to hold office from the conclusion ofthe ensuing 30th AGM till the conclusion of the 35th AGM of the Company to audit andexamine the books of accounts of the Company subject to approval of the Members at theensuing AGM. The necessary resolution for the re-appointment of M/s P. Suryanarayana &Co forms a part of the Notice convening the ensuing AGM.
The Report given by Auditors on Financial Statements of the Company is part of thisreport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their report.
b) SECRETARIAL AUDITORS:
Section 204 of the Companies Act 2013 inter alia requires every listed Company toannex to its Board Report a Secretarial Audit Report given in the prescribed form by aCompany Secretary in practice. The Board appointed Krishna Kumar & AssociatesPracticing Company Secretaries represented by CS A. Krishna Kumar as the SecretarialAuditor to conduct Secretarial Audit of the Company for the Financial Year 202121 andtheir report is annexed to this report.
The Board also appointed Krishna Kumar & Associates as Secretarial Auditor toconduct Secretarial Audit of the Company for Financial Year 2022-23. The SecretarialAuditor have given following observation in his report
The composition of Board of Directors was not in accordance with the provisions ofRegulation 17(1) & 17(1A) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for few days during the last quarter of year under reviewie 31st March 2022. However the Company has complied with the above Regulationsimmediately subsequent to the closure of financial year under review
c) COST RECORDS
Pursuant to Section 148(1) of the Act and the relevant rules made thereunder theCompany is not required to maintain cost records hence the same is not maintained by theCompany
19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
As per SEBI LODR Management Discussion and Analysis Corporate Governance Report andPracticing Company Secretary's Certificate regarding compliance of conditions of CorporateGovernance forms part of this Annual Report.
Pursuant to Regulation 34 of the SEBI LODR the Management Discussion and Analysis ispresented in a separate section forming part of this Annual Report. As required under theprovisions of the SEBI LODR the
Audit Committee of the Company has reviewed the Management Discussion and Analysisreport of the Company for the year ended March 31 2022.
20. RISK MANAGEMENT COMMITTEE:
The Company has a robust risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofvarious risks associated with the business of the Company. The Audit Committee has beenentrusted by the Board with the primary responsibility to monitor and review riskmanagement assessment and minimization procedures and to develop implement and monitorthe risk management plan and identify review and mitigate all elements of risks which theCompany may be exposed to.
Further the Audit Committee handles risk management assessment and minimizationprocedures and also periodically reviews with them the existing procedures and measures toimprovise the same. The Company has in place adequate internal financial controls withreference to financial statements. Key risks and threats to the Company and internalcontrols and their adequacy are analyzed in the Management Discussion and Analysis whichforms part of this Report.
21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Though pursuant to the provisions of Section 135 read with Schedule VII of theCompanies Act 2013 the Company does not fall under the criteria of CSR Policy theCompany is actively promoting cycling which is the most eco-friendly means of commuting.
During the year none of the employees is in receipt of remuneration in excess of thelimits prescribed u/s. 197(12) of the Companies Act 2013 read with Rule 5 and 35 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
23. DEMATERIALISATION OF SHARES:
Around 65.44% of the Paid-Up Equity Share Capital of the Company was dematerialized ason 31st March 2022 and the balance Paid-Up Equity Share Capital is in physical form. TheCompany's Registrar is XL Softech Systems Limited 3 Sagar Society Banjara HillsHyderabad.
24. LISTING WITH STOCK EXCHANGES:
The Company's securities are listed at BSE Limited and National Stock Exchange of IndiaLtd. and the new Listing Agreement as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been entered with both the Exchanges.
25. RELATED PARTY TRANSACTIONS:
During the year under review all Related Party Transactions that were entered intowere in the Ordinary Course of Business and at Arms' Length Basis. All transactionsentered into with related parties were approved by the Audit Committee. None of thetransactions with related parties are material in nature or fall under the scope ofSection 188(1) of the Act.
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014in Form AOC-2 is notapplicable to the Company for the FY 2021-2022 and hence the same is not provided.
26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRE DUNDER SECTION 134(3)(C) OF THECOMPANIES ACT 2013:
Pursuant to the requirement under Section 134(3)(C) of the Companies Act 2013withrespect to Directors Responsibility Statement it is hereby confirmed:
(i) that in the preparation of the accounts for the financial year ended March 31 2022the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year and of the profit or loss of your Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the Provisions of the Companies Act 2013for safeguarding the assets of your Company and for preventing and detecting fraud andother irregularities.
(iv) that the Directors have prepared the accounts for the financial year ended 312022 on a 'going concern' basis.
(v) The Directors have laid down internal financial controls which are adequate andare operating effectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
27. REMUNERATION RATIO OF THE DIRECTORS AND KMP:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 and Companies(Particulars of employees) Rules 1975 in respect of employees of the Company and Directorsis furnished below:
|Directors ||12.42 Lakhs |
|KMP ||11.97 Lakhs |
|Ratio ||1.04 |
28. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website athttps://www.shrishakti.com/annual-reports/2021-2022/annual- report-2021-2022.html
29. SECRETARIAL STANDARDS:
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India relating to Meetings of Board ofDirectors and General Meetings respectively have been duly complied with.
30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the POSH Act and the rules framed thereunder including constitution of theInternal Complaints Committee.
During the financial year Financial Year 2021-22 the Company did not receive anyinstance of such event of sexual harassment.
31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TOTHE CENTRAL GOVERNMENT:
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Act (including any statutory modification(s)or re-enactment(s) for the time being in force).
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information under Section 134(3)(m)of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 is given below
A. CONSERVATION OF ENERGY:
Energy Consumption measures taken
a. The Company has initiated effective measures for saving all forms of Energy.
b. Additional investments and proposals if any being implemented for reduction inconsumption of energy. The proposals are:
- Installed 25 KVA Generator set for exclusive lighting load in the absence of SEBsupply during non-working hours at Kakinada Terminal.
c. Impact of the measures at (a) and (b) above for reduction of energy consumption.
d. Total Energy Consumption and Energy Consumption per unit of product.
Energy Conservation Measures
The following Energy Conservation Measures were implemented during the year.
a. Auto switching off of A/c Units Exhaust Fans Street Lights.
b. Reduction in compressed air consumption by fixing Regulators and Auto Controllers.
B. TECHNOLOGY ABSORPTION:
The Company has taken up several initiatives for undertaking Research and Development(R&D) on Technology Absorption Adaptation and Innovation during the year. TheCompany has indigenously developed a Conversion Kit with fixed tank for Three Wheelers torun on LPG. The Company holds two patents jointly with M/s. Automotive ResearchAssociation of India (ARAI) towards the same.
C. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
(Rs. in Lakhs)
|1) Foreign Exchange earned ||NIL |
|2) Foreign Exchange used ||NIL |
|a. Import of Capital Goods ||NIL |
|b. Import of raw materials and spares ||NIL |
|c. Travelling and other expenditure ||NIL |
33. WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provideappropriate avenues to the Directors and employees to bring to the attention of themanagement any issue which is perceived to be in violation of or in conflict with the Codeof Business Principles of the Company.
The Directors thank the Company's customers vendors investors and academic partnersfor their continuous support. The Directors also thank the Government of IndiaGovernments of various states in India concerned Government departments & agenciesand our Bankers for their co-operation.
The Directors appreciate and value the contribution made by all our employees and theirfamilies and the contribution made by every other member of the IHCL family for makingthe Company what it is
| ||For and on behalf of the Board |
| ||SRI HAVISHA HOSPITALITY AND INFRASTRUCTUE LIMITED |
|PLACE: HYDERABAD ||D.V.MANOHAR |
|DATE: 21st July 2022 ||CHAIRMAN & MANAGING DIRECTOR |