Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Sayaji Hotels Directors Report, Sayaji Hotels Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > HOTELS > DIRECTORS REPORT - Sayaji Hotels

Sayaji Hotels

BSE: 523710|NSE: SAYAJIHOTL|ISIN: INE318C01014|SECTOR: Hotels
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Dec 11, 16:00
238.00
-6.75 (-2.76%)
VOLUME 318
Sayaji Hotels is not traded in the last 30 days
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 16

To,

THE MEMBERS OF SAYAJI HOTELS LIMITED

The Directors have pleasure in presenting their 35th Annual Report of your Company together with its Audited consolidated and standalone Financial Statements for the financial year ended March 31, 2018.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (‘‘Ind AS’’) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. As such financial statements for the previous year ended as at March 31, 2017 have been restated to make comparable to Ind AS.

HIGHLIGHTS OF PERFORMANCE

During the year under review, on standalone basis the total revenue in the year 2018 was increased by 21.85 % (from Rs.15917.79 Lakhs in 2017 to Rs.19396.85 Lakhs in 2018). This was mainly due to opening of the new hotel unit and good performance of the existing hotels. The Losses After Tax is also decreased by 41% (from Rs. 614.75 Lakhs to Rs. 362.48 Lakhs). On consolidated level the total revenue was increased by 21.18% (from Rs. 18045.67 Lakhs to Rs. 21869.25 Lakhs). The loss after tax is also decreased by 71.36 % (from. Rs. 900.02 Lakhs to Rs. 257.78 Lakhs).

FINANCIAL RESULTS (Rs. In Lakhs, Except EPS)

Standalone (Rs. in Lakhs)

Consolidated (Rs. In Lakhs)

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Year ended March 31, 2018

Year ended March 31, 2017

Total income from operation(net)

19396.85

15917.79

21869.25

18045.67

Net Profit / (Loss) for the period (before Tax, Exceptional and/or Extraordinary items)

(283.75)

(719.14)

(257.78)

(900.02)

Share of Profit / (Loss) of associate

-

-

193.94

549.15

Net Profit / (Loss) for the period before tax (after Exceptional and/or Extraordinary items)

(283.75)

(719.14)

(63.84)

(350.87)

Net Profit / (Loss) for the period after tax (after Exceptional and/or Extraordinary items)

(362.85)

(614.36)

(389.13)

(305.79)

Total Comprehensive Income for the period [Comprising Profit / (Loss) for the period (after tax) and Other Comprehensive Income (after tax)]

(362.48)

(614.75)

(365.36)

(299.75)

Equity Share Capital

1751.80

1751.80

1751.80

1751.80

Earnings Per Share

Basic:

(2.76)

(4.19)

(2.91)

(2.43)

Diluted:

(2.76)

(4.19)

(2.91)

(2.43)

DIVIDEND

In view of the accumulated losses as well as the Company is in the process to expand its reach in the various part of the Country through owned hotel, management model, operating lease etc. and said expansion may demand substantial working capital infusion, hence the board has not recommended dividend for the financial year 2017-18 (Previous year 2016-17 Nil).

REGISTERED OFFICE SHIFTING

The Registered office of the Company is shifting from the State of Gujarat to the State of Tamilnadu (within the jurisdiction of the Registrar of Companies, Chennai) vide the order dated June 29th, 2018 of the Regional Director (North - Western Region), Ahmedabad.

SHARE CAPITAL

The authorized share capital of the Company is Rs. 4000.00 Lakhs. The paid up Equity Share Capital is Rs.1751.80Lakhs and Preference Share Capital is Rs. 1000.00 Lakhs.During the year under review, the Company has not issued shares with differential voting right nor granted stock option not sweat equity.

The Company’s equity shares are listed with the BSE Ltd. and available for trading at the platform of BSE Ltd.

FINANCE

Cash and cash equivalent as at 31st March, 2018 was Rs. 1214.95 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, and inventories. The working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits by Companies) Rules, 2014, the Company had no opening or closing balances and during the year under review, the Company has also not accepted any public deposits and as such, no amount of principal or interest was outstanding as on March 31, 2018.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made or guarantees or security provided as required under section 186 of the Companies Act, 2013 and Regulation 34(3) and Schedule V of the SEBI (LODR) Regulations, 2015 in Notes to the financial statements attached with this Board Report. However, the Company is covered under the infrastructure section therefore section 186 of the Companies Act, 2013 is not applicable as such.

AMOUNT TO BE CARRIED TO RESERVE

During the year under review Rs. (1007.21 Lakhs)are proposed to be carried in the financial statements under the head of the reserves and surplus.(Previous year Rs. (644.36 Lakhs)

BUSINESS PLANS - Vadodara

During the year the Company has launched one more 4 Star hotel in the Vadodara City under the ‘Sayaji’ brand. The Hotel has 137 rooms, 2 restaurants and multiple banquet facilities. The hotel received fair response from the city and surrounding area. The current year will be its first full fledge year of operation.

The existing hotel at Vadodara city was re-branded in the name of ‘Effotel’. At present that hotel is in the process of the complete renovation and may re-open by September 2018.

- Raipur

Last year the Company started operation into the Raipur City. The hotel property is receiving good response and ramping up.

- Management Contract/Lease Model

The Company is focusing to open more and more hotel into the tier 2 cities under the management contract/lease model. This strategy will help the Company in two ways, firstly the brand of the Company will easily expand and secondly there will be huge saving on account of capital expenditure and incidental finance cost.

PERFORMANCE OF THE SUBSIDIARY COMPANIES - AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S SUBSIDIARIES

As on 31st March 2018 the Company has 3 Subsidiaries and 1 Associate Company. During the 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 the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries and Associates. A statement containing salient features of the financial statements of the subsidiary/associate companies is also included in the Annual Report as attached in Annexure - 6.

Pursuant to the provisions of Section 136(1) of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company, www.sayajihotels.com.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s Registered Office or e-mail to cs@sayajigroup.com.

BOARD OF DIRECTORSAND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors has an optimum combination of executive and non-executive independent directors including one women director.According to the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. As on 31st March, 2018, your Board 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. Sanjay Ahuja

01/02/2012

Nominee Director (of TFCI)

3.

Mr. Raoof Razak Dhanani

14/11/2013

Managing Director

4.

Mrs. Suchitra Dhanani

06/02/2014

Whole Time Director

5.

Mr. Abhay Chintaman Chaudhari

14/02/2017

Independent Director

6.

Mr. Kayum Dhanani

30/11/2012

Director

7.

Mr. Pradeep Goyal

06/02/2014

Independent Director

8.

Mr. Sandesh Khandelwal

06/02/2014

Chief Financial officer

9.

Mr. Amit Sarraf

26/09/2011

Company Secretary

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

During the year under review, there were no changes done in the constitution of the Board.

INDEPENDENT DIRECTORS

As on March 31st, 2018, Your Company has following Independent Directors:

S.No

Name

DIN

Date of Appointment

1.

Mr. T.N. Unni

00079237

31/01/2002

2.

Mr. Pradeep Goyal

02798770

06/02/2014

3.

Abhay Chintaman Chaudhari

06726836

14/02/2017

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors confirming that he is not disqualified from appointing/continuing as Independent Director.

RETIREMENT BY ROTATION -

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Raoof Razak Dhanani is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment.

The resolutions seeking approval of the members for the reappointment of Mr. Raoof Razak Dhanani, have been incorporated in the Notice of the Annual General Meeting of the Company.

RE-APPOINTMENT OF THE INDEPENDENT DIRECTORS FOR THE SECOND TERM

The term of 5 years of the existing independent directors Mr. T.N. Unni and Mr. Pradeep Goyal is being completed on 31st March, 2019. The Nomination and Remuneration Committee of the Board has considered their significant contribution in the growth of the Company and has proposed their re-appointment for a second term of 5 years w.e.f. 1st April, 2019 to 31st March, 2024 subject to the approval of the members by way of special resolution. Further that the age of Mr. T.N.Unni is crossed the age limit of 75 years, therefore, he can be re-appointed by way of the special resolution only.

Your Board recommend to pass necessary resolution as set out in the notice of the Annual General Meeting.

CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, during the year under review, there were no changes in the position of KMPs.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the financial year 2017-18.The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has disclosed on its website (https://www.sayajihotels.com/data/Familiarization _ programme_for_Independent_directors.pdf) details of the familiarization programs formulated to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Board is Responsible for the selection of new directors. The Board delegates the screening and selection process to the nomination and remuneration committee, which consists majority of independent directors. The Committee, based on defined criteria, makes recommendations to the Board on the induction of the new directors. The Policy for the Selection and Appointment of Directors is publicly available on the Company’s website at www.sayaji.com which forms the part of this Annual Report.

ANNUAL EVALUATION OF THE BOARD

One of the key functions of the Board is to monitor and review the Board evaluation framework.

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, committees and individual directors has to be made.

All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual directors and the Chairman. The questionnaire included inputs on composition, culture, functioning, information availability, compliance and governance, effectiveness etc. Questionnaire also covered, in the case of individual directors, qualitative assessment and in the case of Chairman additional criteria like leadership qualities and other key aspects of his role.

The Individual Directors’ responses to the questionnaire on the performance of the Board, Committee(s), Directors and Chairman, were analyzed by an independent consultant, to arrive at unbiased conclusions.

The inputs, including areas of improvement, given by all the directors were discussed in the meeting of the Independent Directors held on 14th February, 2018.

1. Criteria for evaluation of board of directors as a whole

i. The frequency of meetings;

ii. The length of meeting;

iii. The administration of meeting;

iv. The number of committee and their note;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of information to the stakeholders.

2. Criteria for evaluation of the individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciary responsibility;

v. guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance and Corporate Governance;

viii. Attendance and contribution at board / Committee meetings;

ix. Time spent by each of the member; and

x. Core competence.

INTERNALCONTROL SYSTEMS

Given the nature of business and size of operations, your Company has designed a proper and adequate internal control system to ensure:

- Recording of transactions are accurate, complete and properly authorised;

- Adherence to Accounting standards and compliance to applicable statutes, Company policies and procedures;

- Effective usage of resources and safeguarding of assets.

Further, your Company, through its own independent and multidisciplinary Internal Audit function, carries out periodic risk based internal audits across locations and functions, based on the Internal Audit plan as approved by the Audit Committee of the Board.

The Internal Audit function reviews compliance vis-a-vis the established design of the Internal control, as also the efficiency and effectiveness of operations. The risks identified out of the audits are reviewed periodically and mitigation ensured. The summary of the Internal Audit findings and status of implementation of action plans for risk mitigation, are submitted to the Audit Committee every quarter for review, and concerns if any, are reported to the Board.

A CATALOG 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

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Company’s Director make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013, which is to be the best of their knowledge and belief and according to the information and explanations obtained by them:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2018 and of the loss of the Company for the year ended on that date

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively.

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

During the year, in accordance with Companies Act, 2013, the Company has the following committee as at year ended 31st March 2018:

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

The details with respect to the composition, charters and meeting held during the year, are given in detail in the ‘Report on Corporate Governance’, of the Company which forms part of this Annual Report and is available on the Company’s website at https://www.sayajihotels.com/investors.

RELATED PARTY TRANSACTIONS

Transaction entered with the related parties defined under the Companies Act,2013 and provisions of SEBI(LODR) regulation, 2015 during the financial year 2017-18 were mainly in the ordinary course of business and on arm’s length basis.. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure 1 to this Report.

The policy on materiality of Related Party Transaction and dealing with related party transaction, as approved by the Board, is available on the Company’s website and can be accessed at: https://www.sayajihotels.com/data/Related_Party_T ransaction_P olicy.pdf

19. STATUTORY AUDITORS

M/s K. L. Vyas & Co., Chartered Accountants, (F.R.No 003289C), the Statutory Auditors of the Company, hold office till the conclusion of the 35th Annual General Meeting(AGM) of the Company. The Board has recommended for the re-appointment of M/s K. L. Vyas & Co, Chartered Accountants (F.R.No 003289C), as the Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of this AGM till the conclusion of the 40th AGM of the Company to be held in the year 2023for approval of the Members by way of Special Resolution.

The report of the Statutory Auditors along with the Notes to Schedules is enclosed to this report and contains an Unmodified Opinion

The Auditors’ have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. As required under SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the I nstitute of Chartered Accountants of I ndia.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Board appointed M/s Ritesh Gupta & Co., Practicing Company Secretary, (holding Certificate of Practice bearing No 3764) to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as “Annexure 2”in ‘Form No.MR-3’to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

CORPORATE GOVERNANCE

At Sayaji, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders’ value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses.

Pursuant to Regulation 24 and Regulation 34 of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis, Business Responsibility Report, Report on Corporate Governance and Auditors’ Certificate regarding compliance with conditions of corporate governance form part of the Directors’ Report.

CEO & CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, Certificate signed by Mr. Raoof Razak Dhanani, Managing Director and Mr. Sandesh Khandelwal, Chief Financial Officer, for the year 2017-18 was placed before the Board of Directors in its 1st Board Meeting held on 30th May’ 2018 and is annexed to Corporate Governance Report.

A copy of the certificate on the financial statements for the financial year ended March, 31st 2018 is annexed along with this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of theCompany is prepared in accordance with Indian Accounting Standards (‘‘Ind AS’’)as notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017 forming part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continuously striving towards conservation of energy across all its units and has implemented various Energy Conservation programs and latest technology up gradation measures,your Company also earned foreign currency in Financial Year 2017 - 2018, The hotels are fitted with energy saving devices to conserve energy in the long run which leads to reduce energy cost and helps to promote economic, political and environmental sustainability and thus maximize profit.

Information as required under Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure 3 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes and commitment affecting the financial position of the Company 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 Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). About 91.25% of the paid-up equity share capital of the Company has been dematerialized as on March 31, 2018.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the BSE Ltd. according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and to Central Depository Services.

EXTRACT OFANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules 2014, an extract of the Annual Return in Form MGT-9 is attached as Annexure ‘4’ to this Report.

PARTICULARS OF REMUNERATION OF EMPLOYEES

The disclosure required to be made in terms of Section 197(12) of the Companies Act, 2013 and Rule 5(1) is annexed herewith as “Annexure 5”.

The information as per the provision of section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are 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 role 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;

41 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.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

FORWARD-LOOKING STATEMENTS

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 to the Company and / or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially fromthose expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

For and on behalf of the Board

T. N. Unni

Chairman

DIN - 00079237

Place: Indore

Date : 24.08.2018

Source : Dion Global Solutions Limited
Quick Links for sayajihotels
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.