TO,
THE MEMBERS
SAYAJI HOTELS LIMITED
The Board of Directors of your Company, with extensive gratification is presenting the
40th Annual Report of your Company for the year ended 31st March,
2023.
FINANCIAL HIGHLIGHTS
The financial performance on the basis of Standalone & Consolidated Financial
Statements for the year ended 31st March, 2023 is summarized as below:
|
Standalone |
Consolidated |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
Particulars |
Current Financial Year |
Previous Financial Year |
Current Financial Year |
Previous Financial Year |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from Operations |
26345.80 |
16106.44 |
26628.05 |
16314.92 |
Other Income |
2927.63 |
2830.25 |
485.44 |
885.00 |
Total income |
29273.43 |
18936.69 |
27113.49 |
17199.92 |
Total Operating Expenditure |
18685.22 |
11377.92 |
18827.93 |
11580.50 |
Profit/(loss) before Depreciation, |
|
|
|
|
Finance costs, Exceptional items and tax expense |
10588.21 |
7558.77 |
8285.56 |
5619.42 |
Less: |
2017.44 |
2340.03 |
2017.49 |
2411.31 |
Depreciation/Amortization/Impairment |
|
|
|
|
Profit/(Loss) before Finance cost, Exceptional items and Tax
Expense |
8570.77 |
5218.74 |
6268.07 |
3208.11 |
Less: Finance Costs |
1151.47 |
1849.47 |
1169.89 |
1959.04 |
Profit/(loss) before Exceptional items and Tax Expense |
7419.30 |
3369.27 |
5098.18 |
1249.07 |
Add/(less): Exceptional items |
- |
- |
- |
4361.24 |
Profit /(Loss) before Tax Expense and Share of Profit/(Loss) of the
Associates |
7419.30 |
3369.27 |
5098.18 |
5610.31 |
Share of Profit/(Loss) of the Associates |
- |
- |
506.55 |
(989.15) |
Profit /(Loss) before Tax Expense |
7419.30 |
3369.27 |
5604.73 |
4621.16 |
Less: Tax Expense - Current & Deferred |
1910.15 |
723.15 |
2095.24 |
1315.88 |
Profit/ (loss) for the year (1) |
5509.15 |
2646.12 |
3509.49 |
3305.28 |
Other Comprehensive Income/(loss)(2) |
(26.34) |
114.53 |
(46.22) |
60.24 |
Total (1+2) |
5482.81 |
2760.65 |
3463.27 |
3365.52 |
PERFORMANCE
The annexed Management Discussion and Analysis Report forms part of this report and
covers, amongst other matters, the performance of the Company during the Financial Year
2022-23 as well as the future outlook.
DIVIDEND
During the year under review, the Board of Directors of the Company have decided to
recommend and declare, subject to the approval of the shareholders, the dividend on 10%
fully paid-up Cumulative Redeemable Preference Shares of the Company of Rs. 100/- each and
the same shall be paid to all the preference shareholders whose names appear in the
Register of Members as on the record date i.e. 20th day of October, 2023.
TRANSFER TO RESERVES
During the year under review, the Board of Directors have decided to distribute
dividend on 10% Cumulative Redeemable Preference Shares of the Company and then to partly
redeem the same from the net profit of the Company instead of transferring it to the
reserves.
CAPITAL STRUCTURE
As on the financial year ended 31st March, 2023, the:
Authorized Share Capital
The authorized share capital of the Company is Rs. 40,00,00,000/- divided into
3,00,00,000 (Three Crores) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs)
Preference shares of Rs. 100/- each.
Paid Up Share Capital
The Paid-up equity share capital of the Company is Rs. 27,51,80,000 comprising of
1,75,18,000 Equity shares of 10/- each and 10,00,000 Preference shares of Rs. 100/- each.
During the year under review, the Company has not issued shares with differential
voting right neither granted stock option nor sweat equity. Further the Company not issued
any debenture bonds and any non-convertible securities.
The Company's equity shares are listed with the Bombay Stock Exchange Limited.
REDEMPTION OF 10% CUMULATIVE REDEEMABLE PREFERENCE SHARES
The Board of Directors of the company had approved the redemption of its 10% fully
paid-up Cumulative Redeemable Preference Shares of Rs. 100/- each pursuant to the
provisions of Section 55 of the Companies Act, 2013 read with Rule 9 of the Companies
(Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
DEPOSITS FROM PUBLIC
During the year, your Company did not accept any public deposits as provided under
Chapter V of the Companies Act, 2013 ("Act") read with the rules made thereunder
as such and no amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
LOAN FROM DIRECTORS
During the year under review the Company has not received any amount as loan from
director of the Company.
REVISION IN FINANCIAL STATEMENTS OR BOARDS' REPORT UNDER SECTION 131 (1) OF THE
COMPANIES ACT, 2013
In terms of Section 131 of the Act, the Financial Statements and Board's Report are in
compliance with the provisions of Section 129 or Section 134 of the Act and that no
revision has been made during any of the three preceding financial years.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Provisions of Section 186 of the Act for loans given, investments made or guarantees or
security provided is not applicable on your Company, being in exempt list for providing
infrastructural facilities in terms of Schedule VI of the Act.
UPGRADATION AND ADDITIONS:
M/s Sayaji Hotels Management Limited ("SHML"), a Wholly Owned Subsidiary of
the Company, has signed and entered into 13 (Thirteen) Management Agreement for the
expansion of its Brand by having new properties in Amravati, Pithampur, Sanwer road
Indore, Aurangabad, Gwalior, Harda, Hoshangabad, Lonavala, Rewa, Sangli, Sasan Gir,
Satara, Tadoba.
This expansion plan will lead to an addition of around 650 new rooms and an overall
increase of 1000 rooms into the portfolio by the fiscal 2022-23. It aims at strengthening
and increasing presence on PAN India basis.
COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT
The Composite Scheme of Amalgamation and Arrangement (the Scheme') provides for:
i. The amalgamation of Ahilya Hotels Limited (Transferor Company 1) into Sayaji
Hotels Limited on a going concern basis and reduction and cancellation of Share Capital of
Sayaji Hotels Limited in the manner set out in the Scheme. ii. Demerger, transfer
and vesting of the Demerged Undertakings from Sayaji Hotels Limited to
Sayaji Hotels (Indore) Limited [Formerly known as Sayaji Hotels (Vadodara) Limited)]
(Resulting Company 1) and Sayaji Hotels (Pune) Limited (Resulting Company 2) collectively
referred to as Resulting Companies and reduction of share capital thereof. iii. The
amalgamation of Sayaji Hotels Management Limited (Transferor Company 2) into Sayaji
Hotels Limited on a going concern basis.
The Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") vide its
order dated 11th July, 2023 has sanctioned the scheme and the same was filed
with the Registrar of Companies on 1st August, 2023 ("Effective
date").
Pursuant to the Scheme, the Transferor Company 1 & 2 is dissolved without winding
up and the Resulting Company 1 & 2 stands demerged from Sayaji Hotels Limited. The
shares of the Resulting Company 1 & 2 are going to be listed on the Designated Stock
Exchange. As consideration of the Amalgamation, the Company has allotted 24,54,977
(Twenty-Four Lakh Fifty-Four Thousand Nine Hundred Seventy-Seven only) Equity Shares of
Rs. 10/- each to the shareholders of Transferor Company 1, as on record date i.e. 28th
July, 2023 and the cross holding of the Company has been cancelled.
The Company had also obtained the listing approval as well as trading approval vide BSE
intimation letter dated 9th August, 2023 and 23rd August, 2023
respectively. Since Transferor Company 2 was a wholly owned subsidiary of the Company,
there were no issue of shares as consideration for the amalgamation of Transferor Company
2 with the Company in terms of the Scheme.
The Resulting Company 1 and 2 had allotted 30,46,605 (Thirty Lakhs Forty-Six Thousand
Six Hundred Five) equity shares and 8 (Eight) preference shares each to the shareholders
of Sayaji Hotels Limited as per the approved scheme as on record date i.e. 5th
September, 2023 and filed the application to BSE Limited for obtaining approval for
listing of its securities at the stock exchange. As on the date of this report, the
approval from stock exchange for admission of its securities is awaited.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a policy and framework for employees to report sexual harassment cases
at workplace and our process ensures complete anonymity and confidentiality of
information. The said policy can be accessible through
https://sayajihotels.com/images/pdf/policies/policy-on-sexual-harassment.pdf
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy. Internal Complaints Committees has also been set up to redress complaints received
on sexual harassment.
During the year under review, the Company has not received any complaint of sexual
harassment from the women employees of the Company and no complaint was pending at the end
of the year.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March, 2023, your Company has 4 (four) wholly owned Subsidiaries
and 1(One) Associate Company which are here as under:
Wholly Owned Subsidiary Companies |
Associate Company |
Sayaji Hotels Management Limited |
Barbeque Nations Hospitality Limited |
Sayaji Hotels (Pune) Limited |
|
Sayaji Hotels (Indore) Limited* |
|
Sayaji Housekeeping Services Limited |
|
* Formerly Known as Sayaji Hotels (Vadodara) Limited
During the year under review, Intellistay Hotels Private Limited ceased to be the
Associate Company as the entire amount of investment of Sayaji Hotels Management Limited
has been written-off against loss on impairment of investment.
In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies
(Accounts) Rules, 2014, the consolidated financial statements of the Company and all its
subsidiaries and associates have been prepared by the Company and a separate statement
containing the salient features of the financial statement of its subsidiaries and
associate company in form AOC-1 is attached as Annexure-1' to
this Annual Report.
In terms of provisions of Section 136 of the Act, separate audited accounts of the
subsidiary companies shall be available on Company's website
https://sayajihotels.com/investors/. The Company will make available physical copies of
these documents upon request by any shareholder of the Company interested in obtaining the
same and are available for inspection by any Member of the Company at the Registered
Office of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy for
your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), on the
recommendations of the CSR Committee. The policy encompasses the Company's philosophy for
delineating its responsibility as a corporate citizen and lays down the guidelines and
mechanism for undertaking socially useful programs for welfare & sustainable
development of the community at large. CSR Policy is placed on the Company's website at
https://sayajihotels.com/images/pdf/policies/Corporate_Social_Responsibility_Policy.pdf
and as the average net profit of the Company for last 3 years does not fall under the
defined limits of the Act, hence there is no liability on the Company to incur expenditure
on CSR activities as prescribed u/s 135 and Schedule VII of the Companies Act, 2013 hence
is not required to provide particulars of CSR during the Financial Year 2022-23.
PROHIBITION OF INSIDER TRADING
The Company had in place a mechanism to avoid Insider Trading and abusive self-dealing
in the securities of the Company by the Directors of the Company and other designated
persons.
For the above mentioned purpose, the Company has established systems and procedures to
prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor
and Report trading by insiders and Code of Fair Practices and Procedures for disclosure of
Unpublished Price Sensitive Information (UPSI) ("Code of Conduct") as
per the requirements of SEBI (Prohibition of Insider
Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors of the
Company and other designated persons to deal in the securities of the Company on the basis
of any UPSI, available to them by virtue of their position in the Company. The objective
of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading
activity, in order to protect the interest of the shareholders at large.
A report on compliance of Minimum Standards for Code of Conduct and details of
violation are placed before the Board on annual basis.
The Code of conduct are available on the website of the Company at
https://sayajihotels.com/images/pdf/Annexure_1_Code_of_Conduct.pdf,https://sayajihotels.com/images
/pdf/Annexure_2_Code_of_Fair_Disclosure.pdf
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March, 2023, the composition of the Board of Directors was in
accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, with an optimum
combination of Executive, Non-Executive and Independent Directors.
As on the date of this Annual Report, the Board of Directors of the Company consists of
6 members. The Board consists of Managing Director, Whole time Director and 4 Independent
Directors and Key Managerial personnel as under:
Sr. No. |
Name |
Designation |
1. |
Mr. Thottappully Narayanan Unni |
Independent Director, Chairman |
2. |
Mr. Raoof Razak Dhanani |
Managing Director |
3. |
Mrs. Suchitra Dhanani |
Whole Time Director |
4. |
Mrs. Isha Garg |
Independent Director |
5. |
Mr. Saquib Salim Agboatwala |
Independent Director |
6. |
Mr. Abhay Chintaman Chaudhari |
Independent Director |
7. |
Mr. Sandesh Khandelwal |
Chief Financial Officer |
8. |
Mr. Ankur Bindal |
Company Secretary and Compliance Officer |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
During the year under review, no changes were made in the Composition of Board of
Directors.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, all the Independent Directors
have submitted declarations that each of them meets the criteria of independence as
provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, they have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence. Also pursuant to Rule 6(3) of Companies (Appointment and Qualification
of Directors) Rules, 2014. they declared that the provisions of Sub-Rule (1) and Sub-Rule
(2) of Rule 6 of the said rules has been complied with.
The Board of Directors, after considering due assessment of the veracity of the
declaration submitted by the Independent Directors under sub section (6) of Section 149 of
the Act read with sub-regulation (9) of Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements), was of the opinion that all the Independent Directors meet the
criteria of independence and have adequate expertise, integrity, proficiency and
experience for discharging their duties.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
Your Company believes that a Board which is well familiarized with the Company and its
affairs, can contribute significantly to effectively discharge its role of trusteeship in
a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of
this, the Directors of the Company are updated on changes/developments in the
domestic/global corporate and industry scenario including those pertaining to
statutes/legislations & economic environment and on matters significantly affecting
the Company, to understand their roles and responsibilities, nature of the industry in
which the Company operates, business model of the Company which enable them to take well
informed and timely decisions.
All Independent Directors are taken through a detailed induction and familiarization
programme when they join the Board of your Company and are provided with induction kits
which, inter alia, include the
Company's Memorandum and Articles of Association, Code of Conduct of Board of
Directors, Code of Conduct for Prevention of Insider Trading and other relevant documents.
Updates on relevant statutory changes are briefed? to the Directors at their meeting.
Apart from the above, the Directors are also given an update on the environmental and
social impact of the business, corporate governance, regulatory developments and investor
relations matters.
Further, during the year, presentations were also made from time to time at the Board
and its committee meetings, on regular intervals, covering the business and financial
performance of the Company, business outlook and budget, expansion plans, succession plans
etc. The details of familiarization programme attended by Independent Directors is
available on the website at
https://sayajihotels.com/images/pdf/policies/Familiarization_programme_for_Independent_directorspdf.
pdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION OF BOARD BY THEM
During the year under review, a separate meeting of Independent Directors was held on
14th February, 2023 without the presence of non-independent directors and
members of the management pursuant to Schedule V of the Act and Regulation 25(3) and (4)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details
of which is present in the Corporate Governance Report forming part of this Annual Report.
RETIREMENT BY ROTATION
Mrs. Suchitra Dhanani, Whole time Director will retire by rotation at the ensuing
Annual General Meeting (AGM') of your Company and being eligible, offers herself for
re-appointment in accordance with the provisions of Section 152 (6) of the Act read with
Articles of Association of the Company.
The disclosure pertaining to the director being re-appointed as required pursuant to
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standards 2 is given in the explanatory statement to the Notice convening the
AGM, forming part of this Annual Report.
MEETINGS OF THE BOARD AND ITS EFFECTIVENESS
During the financial year under review, your Board has met Eight (8) times and details
of the composition of the Board and its Committees and of the meetings held and attendance
of the Directors at such meetings are provided in the Corporate Governance Report.
Further, the Company for effectiveness of Board process has adopted the Governance
Guidelines which inter alia, cover aspects related to composition and role of the Board,
Chairman and Directors, Board diversity, definition of independence, Director's term,
retirement age and Committees of the Board. It also covers aspects relating to nomination,
appointment, induction and development of Directors, Director's remuneration, Code of
Conduct, Board Effectiveness Review and mandates of Board Committees
COMMITEES OF THE BOARD OF DIRECTORS
During the year under review, the Company has 5 (five) Committees as mentioned below
and details with respect to the composition, charters and meeting held are given in detail
in the Corporate Governance Report forming part of this Annual Report: Audit
Committee Borrowing and Investment Committee Nomination and Remuneration
Committee
Stakeholders' Relationship Committee
Scheme Implementation Committee
The details of Composition of the above-mentioned Committees are also available on the
Company's website
https://sayajihotels.com/images/pdf/composition-various-committees/Composition_of_Committee_Meetings.pdf
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration
Committee ("NRC"), details of which has been disclosed in the Corporate
Governance Report forming part of this Annual Report and your Company has also formulated
a Nomination and Remuneration Policy ("NRC Policy") in accordance with
Section 178(3) of the Companies Act, 2013 for appointment and remuneration of Directors,
Key Managerial Personnel (KMP) and senior management personnel, salient features of which
are hereunder:
NRC shall identify potential candidates who are qualified to become Directors
and who may be appointed in senior management in accordance with the criteria laid down in
the NRC Policy and to recommend the Board for their appointment and removal; NRC
shall formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a NRC Policy, relating to the
remuneration for the directors, key managerial personnel and other senior management
person; NRC shall carry out an annual evaluation process of the Board performance
and its Committees; NRC Policy contains provisions regarding retirement and the
Board shall have the discretion in retain the Director, KMP, Senior Management Personnel
in the same position/remuneration or otherwise even after attaining the retirement age,
upon the recommendation of the NRC for the benefit of the Company; NRC policy
ensures that the level and composition of remuneration is reasonable and sufficient to
attract, retain, motivate and promote talent to run the Company successfully and ensures
long term sustainability of talented managerial persons and create competitive advantage;
NRC policy ensures relationship of remuneration to performance is clear and shall
directly linked to their effort, performance, dedication and achievement relating to the
Company's operations;
NRC shall recommend remuneration for KMP (except WTD/MD) and Senior Management
Personnel on the basis of the role and position of the individual employee, including
professional experience, responsibility, job complexity and market conditions.
As per Section 134(3) and 178(4) of the Act, the web link of Nomination and
Remuneration Policy of the Company is
https://sayajihotels.com/images/pdf/policies/Nomination_and_Remuneration_Policy.pdf
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has adopted a Code of Conduct for its employees including
the Managing Director and Executive Directors and Senior Management. In addition, the
Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent
Directors. These Codes are available on the Company's website at
https://sayajihotels.com/images/pdf/code-of-conduct/Code_of_Conduct_for_Board_and_Senior_Management_2.pdf
All Directors and members of Senior Management have as on 31st March 2023,
affirmed their compliance with:
Code of Conduct for Board of Directors and Senior Management Code for
Independent Directors, as applicable.
The Company has obtained a Certificate from the Managing Director regarding compliances
of the codes as stipulated above. The Certificate is appended as "Annexure 2"
to this Annual Report.
ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has
carried out a formal annual evaluation of the performance of the Board as a whole, its
Committees and of individual directors through a structured questionnaire, prepared after
taking into consideration the guidance note issued by SEBI and
ICSI on Board evaluation, covering various aspects of the Board's functioning,
Committee effectiveness, director's efficiency on individual basis etc.
RISK MANAGEMENT
The Company has an effective system in place for identification of elements of risk
which are associated with the accomplishment of objectives, operations, development,
revenue and regulations in relation to the Company and appropriate measures are taken,
wherever required, to mitigate such risks beforehand.
The Company has specifically identified following risks and also preparing mitigation
plans for each risk identified:
Risk of business slowdown, inadequate growth and negative returns; Risk
related to cyber security; Risk of deterioration of financial health and business
interruption; Risk of inadequate compliance; Risk of Guest and Staff
behavior; and Risk of impact on reputation and fraud.
Along with this Statutory as well as Internal Auditors report to the Audit Committee
during their audit and highlight risks, if any, associated with organization and also
suggest the appropriate measures, in consultation with the management and the Audit
Committee, which can be taken by the Company in this regard. The Statutory Auditors also
report to the Audit Committee of any instance of non-adherence to the procedures and
manual which may increase the risk of frauds in the organization.
The Company has in place Risk Management Policy formulated in accordance with the
provisions of Section 134(3)(n) of the Act, which is available at
https://sayajihotels.com/images/pdf/policies/Risk_Management_Policy.pdf. There has been no
change in the policy during the year under review.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES
Your Company firmly believes that a well-planned HRM program that is tailored to your
organization and staff can actually improve your business's bottom line.
Our teams are integral to our business. We have embraced a culture of excellence and
meritocracy to nurture our people. We believe in selecting the right talent, training them
and instilling in them the spirit of Sayajiians. We focus on developing the most superior
workforce so that the organization and individual employees can accomplish their work
goals in service to customers. We aim also at achieving advance flexibility, innovation,
competitive advantage and improved business performance.
Sayaji follows a performance measuring tool like Balance Score Card (BSC) and Key
Performance Indicators (KPI), applicable depending on their position in the organization,
by which periodical 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.
The Company has total number of permanent employees on roll as at 31st
March, 2023 was 1433 across all its hotel units. The information required under section
197(12) of the Act, read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the
Annexure
3 ' to this Annual report.
Further, none of the employee in the Company falls under the provision of Section 197
(12) of the Companies Act, 2013 and Rule 5 (2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established an adequate system of internal controls, with documented
procedures covering all corporate functions and hotel operating units. Internal controls
provide:
reasonable assurance regarding the effectiveness and efficiency of operations;
the adequacy of safeguards for assets; assurance regarding reliability of
financial statements;
the reliability of financial controls and compliance with applicable laws and
regulations.
The internal audit process provides a positive assurance to the Company about the
internal financial control, it converges process framework, risk and control matrix and a
scoring matrix, covering all critical and important functions inter-alia revenue
management, hotel operations, purchase, finance, human resources and safety. It ensures
that all the transactions are authorized, recorded and reported correctly and assets are
safeguarded and protected against loss from unauthorized use or disposition.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal, Statutory
and Secretarial Auditors and external consultants and the reviews performed by management
and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during Financial Year 2022-23.
POLICIES
The Company has adopted various policies under the Companies Act, 2013, SEBI
(Prohibition of Insider Trading) Regulations, 2015, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable laws, which are given here
below:
Corporate Social Responsibility Policy
Familiarization Programme for Independent directors Material Subsidiary
Policy Related Party Transaction Policy Risk Management Policy
Nomination and Remuneration Policy
Policy for determination of materiality Policy for Preservation of the
Documents and Archival of Documents Business Responsibility Policy
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive
Information ("UPSI")
Whistle Blower & Vigil Mechanism Policy Policy on Sexual Harassment
All the policies are amended as required from time to time and are available at the
Company's website under Investor's head which can be accessed through link:
https://sayajihotels.com/investors/.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors of your Company, to the best of
their knowledge and ability and based upon representations from the Management, hereby
confirm that:
in the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
they have selected such accounting policies in consultation with Statutory
Auditors and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs and loss
of the company at the end of the Financial Year 2022-23;
they have taken proper and sufficient care 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;
they have prepared annual financial statements for year ended 31st
March, 2023 on a going concern basis;
they have laid down internal financial controls for your Company, which are
adequate and operating effectively; and
they have been devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
A statement to the effect is annexed here to as Annexure-4'
forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the contracts, arrangements or transactions entered into during the year under
review by the Company with related parties were in ordinary course of business and on an
arm's length basis. Prior omnibus approval is obtained for related party transactions
(RPT's) which are of a repetitive nature and entered in the Ordinary Course of Business
and are at Arm's Length. A statement on RPTs specifying the details of the transactions,
pursuant to each omnibus approval granted, has been placed on quarterly basis for review
by the Audit Committee.
Since all the Related Party Transactions that were entered into during the financial
year were on arm's length basis and in ordinary course of business. Therefore, the
provisions of Section 188 of the Act are not applicable. Thus, the disclosure in Form
AOC-2 is not required. Further, there are no materially significant Related Party
Transactions during the year under review made by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company at large.
As per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Company has framed a policy on
dealing with RPTs which can be accessed on the Company's website under the link:
https://sayajihotels.com/images/pdf/Annexure_4_RPT_Policy.pdf. This Policy intends to
ensure that proper reporting, approval and disclosure processes are in place for all
transactions with the Related Parties.
AUDITORS
STATUTORY AUDITOR
M/s K.L. Vyas & Co., Chartered Accountants were re-appointed as Statutory Auditors
of your Company at the 35th Annual General Meeting held on 28th
September, 2018, for a term of five consecutive years till the financial year 2022-23.
They have completed 10 years as Statutory Auditors of the Company. The provisions
regarding rotation of auditors, as prescribed under the Act, are applicable to the
Company. Hence, it is proposed to appoint M/s Manish Joshi and Associates, Chartered
Accountants (Firm Registration No.: 011631C) as Statutory Auditors of the Company for a
period of 5 consecutive years commencing from this Annual General Meeting till the Annual
General Meeting of the Company to be held in 2028 to the members for their approval.
The Report given by the Auditors on the financial statements of the Company is part of
this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their report. During the year under review, the
Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.
SECRETARIAL AUDITOR
The Board of Directors had appointed M/s Neelesh Gupta & Co., Practicing Company
Secretaries (COP No. 6846) in accordance with provisions of Section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to conduct Secretarial Audit and Annual Secretarial Compliance Report
for the financial year 2022-23 whose report is attached separately to this report as "Annexure
5" of this Report.
The Company has undertaken an audit for the year ended 31st March, 2023,
pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for all applicable compliances as per the said Regulations. The Annual
Secretarial Compliance Report duly signed by Mr. Neelesh Gupta, Practising Company
Secretary is available on the website of the Company at
https://sayajihotels.com/investors/.
COST AUDITOR
The Company is not required to maintain cost records and conduct cost audit in
accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record
and Audit) Rules, 2014 as the services of the Company are not covered under the said rules
and limits.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good corporate governance and is
committed to maintain high standards of the corporate ethics and professionalism. The
tenets of inclusiveness and transparency are integral part of our corporate governance
practices.
In compliance with the provisions of Regulations 34(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance is
available as a separate section in this Annual Report.
A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, from M/s K. L Vyas and Company, Statutory Auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as
Annexure - 6' to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism and has
revised the Whistle Blower policy in the meeting of Board in confirmation with Section
177(9) of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to provide Directors and employees an avenue to lodge
Complaints, in line with the commitment of Company to the highest possible standards of
ethical, moral and legal business conduct and its commitment to open communication and to
provide necessary safeguards for protection of employees from reprisals or victimization,
for whistle-blowing in good faith.
The purpose of this policy is to provide a framework to protect employees wishing to
raise a concern about serious irregularities within the Company. It is affirmed that no
personnel of the Company have been denied to access to the Chairman of Audit Committee.
The details of the policy have been disclosed in the Corporate Governance Report, which
forms a part of the Annual Report and is also available on
https://sayajihotels.com/images/pdf/whistle-blower-vigil-mechanism/Whistle_Blower___Vigil_Mechanism_Policy.pdf
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's
Discussion and Analysis Report on Company's performance industry trends and other material
changes with respect to the Company and its subsidiaries, wherever applicable, forms part
of this Annual Report.
MD & CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and
Chief Financial Officer of the Company have issued a certificate authenticating Financial
Statements for the Financial Year 2022-23 which provides a true and fair view of the
affairs of the Company and the said certificate dated 29th May, 2023 was placed
before the Board in its meeting held on 29th May, 2023 and was reviewed and
taken on record by the Board. The said Certificate is attached as "Annexure -
7" to this Annual Report. Since there's no CEO in the Company, therefore
certificate is taken from MD and CFO of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Section 129(3) of the Companies Act, 2013, requires preparation of consolidated
financial statements of the Company and of all the subsidiaries including associate
company and joint venture businesses in the same form and manner as that of its own. In
conformity with the above section and Indian Accounting Standards (''Ind AS'') notified
under the Companies (Indian Accounting Standards) Rules, 2015 the Company has prepared
Consolidated Financial Statements which are forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES
Your Company is continuously striving towards conservation of energy across all its
units and has also earned foreign currency in Financial Year 2022-23, complete details
with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in "Annexure
8" to this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on
Board meeting and General meeting, as applicable on the Company, issued by Institute of
Company Secretaries of India.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year 2022-23 to which the
financial statements relate and the date of this report except the approval of scheme of
amalgamation and demerger as specified above in this report and approved by Hon'ble NCLT,
Chennai Bench. Pursuant to the Scheme, the entire Indore business of the Company will be
segregated and be run by the Sayaji Hotels (Indore) Limited ("Resulting Company
1") and entire Baroda and Pune Business of the Company will now be run by Sayaji
Hotels (Pune) Limited ("Resulting Company 2).
DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Company's shares are compulsorily traded in dematerialized form on BSE. The Company
have connectivity with the depositories viz. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL), as prescribed by the Securities
and Exchange Board of India. Equity shares of the Company representing 91.76% of the
Company's equity share capital are dematerialized as on 31st March, 2023. Under
the Depository System, the International Securities
Identification Number (ISIN) allotted to the Company's shares is INE318C01014.
Further your Company has also availed the demat facility for the Preference
Shareholders from NSDL and 75% of Preference Shares are held in dematerialized form.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the
Financial Year 2023-24 to the BSE Limited and to the depository's i.e. National Securities
and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
respectively.
CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NON-DISQUALIFICATION OF DIRECTORS
The Company has obtained a certificate dated 14th September, 2023 from M/s
Neelesh Gupta & Co., Practicing Company Secretaries, under Regulation 34(3) and
Schedule V Para C Clause (10) (i) of LODR Regulations, 2015 confirming that none of the
Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of Company by the Securities and Exchange Board of
India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority and
the same is annexed hereto as Annexure 9'.
WEB ADDRESS OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134 (3) (a), web address of the annual return as
on 31st March, 2023 in form MGT-7 is
https://sayajihotels.com/images/Form_MGT_7_SHL_2022-23_website.pdf
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain a fighter during this unfavorable time.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, vendors and others
associates. Your Company looks upon them as partners in its progress, it will be your
Company's endeavor to build and nurture strong links with them based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges for their continued
support.