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Sri Havisha Hospitality & Infrastructure Ltd.

BSE: 531322 Sector: Others
NSE: HAVISHA ISIN Code: INE293B01029
BSE 00:00 | 20 Apr 0.75 0.01
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VOLUME 47253
52-Week high 1.10
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.76
CLOSE 0.74
VOLUME 47253
52-Week high 1.10
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sri Havisha Hospitality & Infrastructure Ltd. (HAVISHA) - Director Report

Company director report

To

The Shareholders

Sri Havisha Hospitality and Infrastructure Limited

Dear Members

1. INTRODUCTION

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 year 2018-19 is indicated below:

Rs. in lakh

Particulars 2019-20 2018-19
Gross Income 1.35 0.00
Less: Expenditure
Employee Benefir Expenses 31.10 32.32
Depreciation 16.66 66.62
Other Expenses 31.98 31.93
Total Expenses 79.74 130.87
Profit & Loss before Exceptional Item 79.74 -130.87
Exceptional Item 436.65 -
Profit / (Loss) 358.26 -130.87
Profit / (Loss) before prior period and 358.26 -130.87
Extraordinary items
Net Profit / (Loss) before provision for 358.26 -130.87
Taxation
Provision for Taxation
Net Profit/loss 358.26 -130.87

3. Performance Review

During the Financial year 2019-20 our Company has earned the profit of Rs. 358.26 Lakhagainst the loss of Rs.130.87 lakhs incurred by the Company in previous year which is apositive development.

4. DIVIDEND

In view of the accumulated losses and the need to conserve available funds for theoperations of the Company your Directors have not recommended any Dividend on the EquityShares for the Financial Year under review.

5. TRANSFER TO RESERVES

During the FY 2019-20 your Company has not transferred any amount to the GeneralReserves

6. GLOBAL PANDEMIC - COVID-19

Due to outbreak of COVID-19 pandemic globally and consequent lockdown imposed by theGovernment of India from March 23 2020 to curb its wide spread a massive economicdisruption and social distress is being witnesses all over the world including in India.The management is closely analyzing and monitoring the situation and getting adequatelyprepared to emerge stronger in the longer term.

STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY :

As you are aware your Company received No Objection Letters from BSE SEBI and NSE on26th March 2019 and 2nd April 2019 respectively for scheme of arrangement for Mergerwith Shri Shakti Resorts & Hotels Ltd. Thereafter meetings convened by NationalCompany Law Tribunal (NCLT) for the merger of Sri Havisha Hospitality and InfrastructureLtd (formerly Shri Shakti LPG Ltd) and Shri Shakti Resorts & Hotels Ltd were held on15th Feb 2020. The meetings with Shareholders Secured Creditors and Unsecured Creditorsof both the companies convened by NCLT were Chaired by reputed persons nominated by NCLT.In all these meetings the merger proposal was approved.

Due to the pandemic COVID 19 the Country was under lock down from third week of March2020 till recently hence there is a delay in the process. NCLT is now conducting thehearings. We expect to receive the Statutory Approvals for the merger soon.

As already informed this merger will strengthen the prospects of the company. Thoughyour company is a debt free company till now we could not revive the business of thecompany. With this merger your company will have active business since Shri ShaktiResorts & Hotels Ltd is a fully operational company which is active in the HospitalityIndustry. Your Directors are confident that this proposed merger will bring in positivedevelopments into your company and expect to achieve better results and there by add valueto the share holders of the merged entity viz. Sri Havisha Hospitality and InfrastructureLtd.

The endeavor of your Directors is to maximize the returns to share holders and wereiterate our commitment to achieve this in the near future.

8.DEPLOYMENT OF FUNDS

Rs. in thousands

Sources of Funds 31.03.2019 31.03.2018
Share Holders Funds 2029.73 1671.47
Non - Current Liabilities 0 874.00
Current Liabilities 54.51 36.62
Total 2084.24 2582.08
Application of Funds
Non-Current Assets 430.72 493.98
Other Non - Current Assets 1642.09 1510.23
Current Assets 11.42 577.87
Long Term Loans & Advances 0 0
Total 2084.24 2582.08

7. SUBSIDIARY COMPANY

Your Company has no subsidiaries.

8. DEPOSITS

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.

9. Appointment and Reappointment of Director and KMP

There have been new appointments to fill the vacancies due to Resignations of oneDirector and Company Secretary and passing away of another Director.

• In terms of the provisions of the Companies Act 2013 Ms. Deekshita Dontamsetti(06941753) retires by rotation at the ensuing AGM and being eligible seeksre-appointment.

• Mr. Panduranga Vittal passed away suddenly and consequently his office ofIndependent Director stood vacated from 22nd Day of November 2019.

• Mr. Roddam Prabhakar Rao has resigned from his office of Independent Director onhealth grounds.

• Gorantla Govindaiah (DIN-00139453) has resigned from the office of Director ofthe Company on 26th Day of September 2019.

• Company has Appointed Mr. Ch. Mallikarjuna as the Company Secretary of theCompany with effect from 1st Day of April 2019.

• Mr. Ch. Mallikarjuna has resigned from the office of Company Secretary on 30thDay of September 2019.

• Ms. Asfia Moin was appointed as Company Secretary of the Company on 13th Day ofSeptember 2019.

• Ms. Asfia Moin resigned from the office of the Company Secretary on 4thMarch 2020.

• Mr. Abhaya Shankar (DIN-00008378) has been appointed on the Board of the Companyas an Additional Independent Director wef 29th Day of June 2020.

• Mr. Rahul Jain has been appointed as the Company Secretary of the Company on23rd Day of November 2020.

Your Board places on record its appreciation for the outstanding contributions made byShri Panduranga Vittal and Mr. Roddam Prabhakar Rao during their tenure. The board alsoconveys its profound condolences to the family members of Mr Vittal on his untimelydemise.

Upon recommendation of the Nomination and Remuneration Committee the Board hasapproved the appointment of Mr. Abhaya Shankar (00008378) as an Additional Director(Independent NonExecutive) of the Company not liable to retire by rotation subject toapproval of Members at the ensuing AGM of the Company. Mr. Abhaya Shankar is not relatedto any Directors of the Company.

10. 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. 5 Board Meetings were held during the year on 25 May2019 09 Aug 2019 28 Sep 2019 09 Nov 2019 and 14 Feb 2020. The gap between any twoconsecutive Board Meetings during this period did not exceed 120 days.

11. 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.

12. 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.

13. 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.

14. AUDITORS

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.

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 2019-20 andtheir report is annexed to this report. There are no qualifications observations adverseremark 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 2020-21.

15. PERSONNEL:

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.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented separately and the same forms part ofthis report.

17. 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.

18. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed.

19. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee Comprises of the following Directors:

Name of the Remuneration Committee Member Designation
1. Mr. D.V. Manohar (Chairman & Managing Director) Chairman
2. Mr. B.K. Sinha (Independent Director) Member
3. Mr. Abhaya Shankar (Independent Director) Member

**Mr. Abhaya Shankar has become the member of the Committee with effect From 29th Dayof June 2020.

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. Reviewing and approvingrisk related disclosures.

20. 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.

21. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed.

22. DEMATERIALISATION OF SHARES

Around 65.41% of the Paid-Up Equity Share Capital of the Company was dematerialized ason 31st March 20 and the balance Paid-Up Equity Share Capital is in physicalform. The Company's Registrar is XL Softech Systems Limited 3 Sagar Society BanjaraHills Hyderabad.

23. LISTING WITH STOCK EXCHANGES

The Company's securities 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.

24. 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: Amount in thousands

Name of the Director Designat ion Remunera tion for 2019-20 Remune ration for 2018 19 Increas e in Remun eration Ratio/ti mes of median of employe e remuner ation
1 Mr. D.V. Manohar Chairman & Managing Director 1236 1332 Nil Nil (As there was no increase)

 

Name of the Key Managerial Personnel Designation Remuneration For 201920 Remuneration for 2019 19 Increase in Remuneration Ratio/ti mes of median of employe e remuner a-tion
1 Mr. Ch. Mallikarju na Company Secretary (01.04.20 19 30.09.20 19) 309 NA Nil NA
2 Ms. Asfia Moin Company Secretary (13.09.20 19 31.03.20 20) 401 0 Nil NA
3 Mr. V. Padmanab ham Chief Financial Officer 600 510 90 NA

25. LISTING WITH STOCK EXCHANGE

The Company's securities 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.

26. 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.

27. 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.

28. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF THECOMPANIES 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 2020 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 2020 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.

29. 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 hasbeen uploaded on the website of the Companyhttps://shrishakti.com/annual-reports/2019-2020.html

30. 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.

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.

A 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.

B. 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

31. 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.

32. 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.

ACKNOWLEDGEMENT

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 received by the Banks CustomersSuppliers Collaborators Consultants and Contractors. The Board wishes to further recordits gratitude to various Departments of the Government of Telangana Government of AndhraPradesh Government of India and other State Governments for their support andencouragement 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 INFRASTRUCTUE LIMITED
PLACE: HYDERABAD D.V.MANOHAR
DATE: 06-12-2020 CHAIRMAN & MANAGING
DIRECTOR

.