Sri Havisha Hospitality & Infrastructure Limited (Formerly Shri Matre Power &Infrastructure Limited and Shri Shakti LPG Limited)
Your Directors have pleasure in presenting their report together with audited accountsfor the financial year ended 31st March 2019
2. FINANCIAL PERFORMANCE
The Financial performance of the Company for the Financial Year 2018-19 is indicatedbelow :
| || ||(Rupees in 000's) |
|Particulars ||2018-19 ||2017-18 |
| ||(Rs.) ||(Rs.) |
|Gross Income ||0.00 ||800 |
|Less : Expenditure excluding Interest Depreciation & prior period and Extraordinary items ||3193 ||7381 |
|Profit / (Loss) before Interest Depreciation & prior period and Extraordinary items ||(6425) ||(6580) |
|Interest ||- ||- |
|Profit / (Loss) before Depreciation & prior period and Extraordinary items ||(6425) ||(6580) |
|Depreciation ||6662 ||6662 |
|Profit / (Loss) before prior period and Extraordinary items ||(13087) ||(13243) |
|Net Profit / (Loss) before provision for Taxation ||(13087) ||(13243) |
|Provision for Taxation ||- ||- |
|Net Profit / (Loss) ||(13087) ||(13243) |
During the year the company incurred a loss of Rs.13087 thousands (previous year lossof Rs.13243 thousands).
3. STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY
Your Directors are glad to inform you that your Company received No Objection Lettersfrom BSE SEBI and NSE on 26th March 2019 and 2nd April 2019 respectively for scheme ofarrangement for Merger with Shri Shakti Resorts & Hotels Ltd. As already informedthis merger will strengthen the prospects of the company. Though your company is a debtfree company till now we could not revive the business of the company. With this mergeryour company will have active business since Shri Shakti Resorts & Hotels Ltd is afully operational company which is active both in the Hospitality Industry & PublicBike Sharing the details of which were given in last year's Directors' Report. If thesetwo companies merge it is expected to be a win-win situation for both companies. YourDirectors are confident that this proposed merger will bring in positive developments intoyour company and expected to achieve better results and there by increased valuation tothe share holders of both the companies.
After your company received the NOCs from the above Statutory Authorities your companyalong with Shri Shakti Resorts & Hotels Ltd is in the process of submitting theapplications to National Company Law Tribunal (NCLT) for judicial approval.
It is the tireless endeavor of your Directors to maximise the returns to the shareholders.
4. DEPLOYMENT OF FUNDS
| ||( Rs. ) ||( Rs. ) |
|Sources of Funds ||31.03.2019 ||31.03.2018 |
|Share Holders Funds ||167146 ||180234 |
|Non-Current Liabilities ||87400 ||64500 |
|Current Liabilities ||3662 ||23310 |
|Total ||258208 ||268044 |
|Application of Funds || || |
|Non-Current Assets ||49398 ||56060 |
|Other Non-Current Assets ||151023 ||154529 |
|Current Assets ||57787 ||57455 |
|Long Term Loans and Advances ||0 ||0 |
|Total ||258208 ||268044 |
5. SUBSIDIARY COMPANY
Your company has no subsidiary.
As your Company still has accumulated losses the Directors regret to inform you thatthey are not in a position to recommend any Dividend for the year ended 31.03.2019.
The Company has not accepted any Deposits covered under the chapter V of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014 for the year underreview.
In terms of the provisions of the Companies Act 2013 Dr. A. Bala Setty retires byrotation at the ensuing AGM and being eligible seeks re-appointment.
During the year under review based on the recommendations of Nomination andRemuneration Committee ('NRC') the Board re-appointed Mr. D.V. Manohar as Chairman &Managing Director of the Company for a period of three years effective from 25thMay 2019 up to 24th May 2022 not liable to retire by rotation. The Boardapproved the re-appointment of Mr. D.V. Manohar based on his significant contributions tothe Company and the same is subject to the approval of the Members of the Company.
Based on the recommendations of the NRC and pursuant to the performance evaluation ofMr. Binod Kumar Sinha as a Member of the Board the Board proposed to re-appoint Mr. BinodKumar Sinha who has attained the age of 75 years as an Independent Director of theCompany not liable to retire by rotation to hold office for a second term effective 29thSeptember 2019 up to 28th September 2024.
Also based on the recommendation of the NRC and pursuant to the performance evaluationof Mr. V. Subrahmanyam as a Member of the Board the Board proposed to re-appoint Mr.V.Subrahmanyam even after attaining 75 years on 15th March 2020 as anIndependent Director of the Company not liable to retire by rotation to hold office fora second term effective from 29th September 2019 up to 28thSeptember 2024.
Based on the recommendations of the NRC and pursuant to the performance evaluation ofMr R.Prabhakar Rao as a Member of the Board the Board proposed to continue the tenure ofMr R.Prabhakar Rao who has attained the age of 75 years as Director up to his tenure27-09-2020.
Based on the recommendations of the NRC and pursuant to the performance evaluation ofDr G. Govindaiah as a Member of the Board the Board proposed to continue the tenure of DrG. Govindaiah who has attained the age of 75 years as Director up to his tenure29-09-2021.
The necessary resolutions for re-appointments of Dr A. Bala Setty Mr. D. V. ManoharMr. Binod Kumar Sinha Mr. V. Subrahmanyam Mr R. Prabhakar Rao and Dr G. Govindaiah formpart of the notice convening the ensuing AGM scheduled to be held on 28thSeptember 2019. The profile and particulars of experience attributes and skills of theabove Directors is disclosed in the Notice convening the AGM.
9. BOARD MEETINGS
The Board has a formal schedule of matters reserved for its consideration and decision.These include approving business strategy setting performance targets reviewingperformance approving investments ensuring adequate availability of financial resourcesand reporting to the Shareholders. Board Meetings were held during the year on 25thMay 2018 13th August 2018 10th November 2018 and 14thFebruary 2019.
10. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
11. EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Section 178(3) of the Companies Act 2013 is adopted bythe Board. We affirm that the remuneration paid to the Directors is as per the terms laidout in nomination and remuneration policy of the Company.
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.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is annexed to this report (Annexure - 1).
15. RISK MANAGEMENT COMMITTEE
The Risk Management Committee Comprises of the following Directors:
|Sl.No. ||Name of the Remuneration Committee Member ||Designation |
|1. ||Mr. D.V.Manohar (Chairman & Managing Director) ||Chairman |
|2. ||CA A.P.Vitthal (Independent Director) ||Member |
|3. ||Mr. B.K.Sinha (Independent Director) ||Member |
The Committee helps in :
Assisting the Board in fulfilling its corporate governance oversightresponsibilities with regard to the identification evaluation and mitigation ofstrategic operational and external environment risks.
Monitoring and approving the risk management framework and reviewing andapproving risk related disclosures.
16. 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.
17. CORPORATE GOVERNANCE
A brief report on Corporate Governance in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report. (Annexure - 2)
18. DEMATERIALISATION OF SHARES
Around 64.62% of the paid up Equity Share Capital of the Company was dematerialized ason 31st March 2019 and the balance Paid Up Equity Share Capital is in physicalform. The Company's Registrar is XL Softech Systems Ltd. 3 Sagar Society Banjara HillsHyderabad.
19. REMUNERATION RATIO OF THE DIRECTORS
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:
|Sl. No. ||Name of the Director ||Designation ||Remuneration 2018-19 ||Remuneration 2017-18 ||Increase in Remuneration ||Rs.in Thousands Ratio / times of Median of Employee Remuneration |
|1. ||Mr.D.V.Manohar ||Chairman & Managing Director ||1332 ||1332 ||Nil ||Nil (As there was No increase) |
|1. ||Mr. Ch.Mallikarjuna ||Company Secretary ||509 ||NA ||Nil ||NA |
|2. ||Mr. D.Suresh Babu ||Company Secretary ||203 ||250 ||Nil ||NA |
|3. ||Mr. A.Mahipal Reddy ||Company Secretary ||58 ||NA ||NA ||NA |
|4. ||Mr.V.Padmanabham ||Chief Financial Officer ||600 ||510 ||90 ||NA |
20. LISTING WITH STOCK EXCHANGE
The Company's securities listed at the BSE Limited and National Stock Exchange of IndiaLimited and the new Listing Agreement as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been entered with both the Stock Exchanges.
21. 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.
22. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year by your Company. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
23. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION
134(3)(C) OF THE COMPANIES ACT 2013.
Pursuant to the requirement under Section 134(3)(c ) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed:
(i) that in the preparation of the accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating 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 31stMarch 2019 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.
24. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 is annexed to this Report (Annexure - 3).
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 27th September2017 for a period of five years commencing from the conclusion of the 24th AGMof the Company until the conclusion of the 29th AGM of the Company to be heldon in the year 2022.
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's report a Secretarial Audit Report given in the prescribed form bya Company 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 2018-19 isannexed to this report (Annexure-4). There are no qualifications observationsadverse remark or disclaimer in the said Report.
The Board has also appointed Krishna Kumar & Associates as Secretarial Auditor toconduct Secretarial Audit of the Company for Financial Year 2019-20
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information under sub-section (3)(m) of Section 134 of the Companies Act 2013 readwith 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 andconsequent impact on the cost of bottling.
d. Total Energy Consumption and Energy Consumption per unit of product.
Energy Conservation Measures :
The following Energy Conservation Measures were implemented during the year.
1. Auto switching off of A/c Units Exhaust Fans Street Lights.
2. 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) |
|Current Year || |
|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 |
27. 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.
28. SEXUAL HARASSMENT POLICY
The Company as required under the provisions of "The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013" has framed a Policy onProhibition Prevention and Redressal of Sexual Harassment of Women at Workplace andmatters connected therewith or incidental thereto. In the year under review the Companyhas not received any complaint under the said Policy.
The Board wishes to place on record its deep sense of gratitude and appreciation to allthe Promoters and Shareholders for their whole hearted support to your Company. The Boardalso wishes to acknowledge the help and assistance rendered by the Banks DealersCustomers Suppliers Collaborators Consultants and Contractors. The Board wishes tofurther record its gratitude to various Departments of the Government of Andhra PradeshGovernment of Telangana and Government of India and other State Governments for theirsupport and encouragement given to your Company.
The Board records its appreciation for the contribution of all the team members of yourCompany.
For and on behalf of the Board
SRI HAVISHA HOSPITALITY AND INFRASTRUCTURE LIMITED
D. V. MANOHAR
Chairman & Managing Director
Place : Hyderabad
Date : 09.08.2019