savera industries ltd Directors report

To the members of

Savera Industries Ltd,

The Directors have pleasure in presenting the 54thAnnual Report of M/s. Savera Industries Ltd (the company), along with the audited financial statements under Ind AS for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year under review is summarized below for your perusal and consideration.

(Rs. in lakhs)

PARTICULARS	CURRENT FINANCIAL YEAR 2022-23	PREVIOUS FINANCIAL YEAR 2021-22
Revenue From Operations	6146.18	3194.66
Other income	141.83	104.41
Profit/loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses	1552.77	249.87
Less : Depreciation / Amortisation / Impairment	256.79	257.00
Profit / loss before Finance Costs, Exceptional items and Tax Expenses	1295.98	(7.13)
Less : Finance Costs	23.05	42.60
Profit / loss before Exceptional items and Tax Expenses	1272.93	(49.73)
Add : (less) Exceptional Items	268.04	(20.31)
Profit / loss before Tax Expenses	1540.97	(70.04)
Less : Tax Expenses (Current, Deferred & Earlier Tax)	293.82	10.24
Profit / loss for the year (1)	1247.15	(80.28)
Other Comprehensive Income / loss (2)	46.81	50.16
Total (1 + 2 )	1293.96	(30.12)
Balance of profit / loss for earlier years	3589.80	3670.08
Add: Current year profit /loss	1247.15	(80.28)
Less :Transfer to Reserve	-	-
Less : Dividend paid on Equity Shares	-	-
Less : Dividend Distribution Tax	-	-
Balance Carried Forward	4836.96	3589.80

1.1 STATE OF COMPANYS AFFAIRS

During the year under review the company achieved a turnover of 6,288.01lakhs against the corresponding previous year turnover of 3,299.07lakhs. Total expenditure for the period ended as at 31st March, 2023 amounted to 5,015.08 lakhs increased by 1,666.28 lakhs as compared to the previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2023 amounted to 1,552.77 lakhs as against the profit of 249.87lakhs over the corresponding period last year. Deferred tax for the year ended 31st March, 2023 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2022-23 of 1,247.15 lakhs in comparison with a loss of 80.28 lakhs for FY 2021-22. No amount was transferred to General Reserve during the year under review. The company has adopted Ind-ASfrom the financial year 2017-18.

2. DIVIDEND (from 2013-14)

The Board of Directors of the Company has recommended a dividend of Rs.3.00 per equity share for the financial year ended 31.03.2023 out of the profits of current financial year. The total outflow towards dividend will be Rs.3,57,84,000/-.

3. HOSPITALITY INDUSTRY IN INDIA GROWTH, TRENDS AND FORECASTS (2023-28)

India Hospitality Market Analysis

The Hospitality Industry in India is estimated at USD 23.50 billion in 2023, and is expected to reach USD 29.61 billion by 2028, growing at a CAGR of 4.73% during the forecast period (2023-2028).

The hospitality industry in India has been scoring a moderate growth number in the past few years and has great potential to score an even greater number in the future. The nation which is rich in culture and diversity has been attracting a large number of tourists from all over the globe. India has also been recognized as a destination for spiritual tourism for international and domestic tourists. India is showing continuous growth in position moving from 65th in 2013 to 34th position in 2019 in the World Economic Forums travel and tourism competitiveness index. On the other side, the consistently growing middle class, rising levels of disposable income, and increasing interest among millennials to travel in their home country are a few major reasons that are making the domestic travel industry a profitable one. To attract the millennials ventures like Airbnb, Oyo rooms have changed hospitality scenarios on a global level and are offering price-sensitive stays in most of the prime locations with flexible check-in and check-out options to attract the increasing number of travelers.

The hospitality and tourism industry has been witnessing a healthy growth number and accounted for 7.5% of the GDP. India is a part of the top 100 clubs on Ease of Doing Business (EoDB) and ranks 1st in the greenfield FDI ranking globally and to strengthen the cruise tourism sector, the Government of India (GoI) has selected Chennai, Goa, Kochi, Mangalore, and Mumbai ports to develop them as cruise tourism hubs. These terminals will have facilities like hospitality, retail, shopping, and restaurants.

India Hospitality Market Trends

Increase in the Number of Hotel Projects is Driving the Market Indias hospitality sector is being driven by the increase in the number of hotel projects. Indias Hospitality Industry ended in the current year with occupancy in the 59-61 percent range, up 15-17 percentage points (pp) from the previous year. However, average rates (ARR) recovered fully in the current year, being 37-39 percent higher than the previous years levels. As a result, RevPAR in the current year increased by 89-91 percent over the previous year.

Driven by a strong recovery in demand, hotel companies accelerated their growth plans in the current year, resulting in an over 33 percent increase in brand signings by keys over the previous year. 166 new hotels with 14,885 rooms were signed during the year, while 90 hotels with 5,702 rooms were rebranded. Hoteliers continued to expand their portfolios in leisure destinations as well as Tier-3 and -4 cities, recognizing the enormous untapped potential in these areas.

Furthermore, Over 200 G20 meetings are expected to be held across 55 destinations in the country during Indias G20 presidency till November 2023. The Indian hotel sector stands to gain significantly from this development, as there will be substantial incremental demand for hotels in the cities where the meetings will be held.

4. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Developments

The Indian hospitality sector is expected to see accelerated growth in 2023, in spite of ongoing global headwinds and the uncertainty brought on by the occasional COVID-scare. This will be driven primarily by buoyant domestic demand, the revival of inbound travel, and the Indian governments renewed emphasis on the expansion of the tourism industry, which is expected to contribute US$250 billion to the countrys GDP by 2030. The government also intends to release the National Tourism Policy soon to promote sustainable and inclusive tourism growth in the country. The hotel sector should develop strategies to take advantage of the short- and long-term opportunities that are emerging as the Indian tourism industry gains momentum.

Marketing strategies:

Marketing is the most important factor when it comes to reaching your target audience and communicating directly with your user. Marketing strategies have evolved over a period of time, with digital marketing being the most successful and efficient method. Gone are the times when only product quality mattered to be successful in todays world, Marketing plays a pivotal role and is equally important with the quality of the product.

Food & Beverage:

A food and beverage manager is a professional who is responsible for overseeing the daily operations of food and beverage establishments, such as restaurants, cafes, bars, hotels, and other hospitality establishments. They are responsible for managing all aspects of the food and beverage department, including budgeting, menu planning, food preparation, ordering supplies, staff management, customer service, and ensuring compliance with health and safety regulations. Food and beverage managers work with chefs, servers, bartenders, and other staff members to ensure that the establishment operates efficiently and effectively.

What general travelers and senior travelers want from hotels:

i) Overall accessibility

ii) Providing accessible rooms

iii) Enhancing security

iv) Taking care of emergencies

v) Install adequate lighting in the room

vi) Providing health food options

vii) Providing additional amenities

b) OPPORTUNITIES AND THREATS

(I) Opportunities

Advantages of G20 presidency

Over 200 G20 meetings are expected to be held across 55 destinations in the country during Indias G20 presidency till November 2023. The Indian hotel sector stands to gain significantly from this development, as there will be substantial incremental demand for hotels in the cities where the meetings will be held. Additionally, the G20 meetings are also expected to help inbound tourism to recover the lost ground as the Ministry of Tourism intends to take advantage of this chance to promote India as a "major tourism destination". Necessary initiatives, such as visa reforms and traveler-friendly immigration facilities at airports, are also expected to be implemented to make travel to the country easier for inbound visitors. The G20 presidency has coincided with Indias efforts to establish itself as a global MICE destination, and the smooth organization and completion of these high-profile 200+ meetings will support those efforts.

Union budget 2023

The Union Budget 2023 iterated the fact that the Government is recognizing the importance of the tourism sector as an employment generator and is looking to promote the sector on a mission mode with active participation from all stakeholders, including public-private-partnerships.The revival of 50 additional airports, heliports, and water aerodromes to increase regional air connectivity and the development of fifty tourism destinations as a complete package for domestic and international tourism, as well as the governments continued emphasis on infrastructure development, including the significant investment in railways and last-mile connectivity, bode well for the sector. The Governments stated objective to actively promote tourism is a welcome announcement. Furthermore, the reduction in personal income tax will increase disposable income, which will drive demand in the tourism and hospitality sectors.

(ii) Threats

The hotel industry is highly fragmented. It is dominated by several small and unorganized players. It has observed a shift in favor of the mid-market and budget hotel segments. Hotel aggregators development in the budget segment has led the massive and unorganized hotel industry towards consolidation.

c) SEGMENT WISE PERFORMANCE

The Company has only one segment viz hoteliering. Accordingly the performance is furnished hereunder.

Total turnover for the year ended 31st March,2023 amounted to 6,288.01 lakhs increased by 2,988.94 lakhs as compared to the previous year turnover of 3,299.07lakhs. Total expenditure for the year ended 31st March 2023 amounted to 5,015.08 lakhs increased by 1,666.28lakhs as compared to the previous year. The profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2023, amounted to 1,552.77lakhs as against the profit of 249.87lakhs over the corresponding period last year. The deferred tax for the year ended 31st March,2023 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2022-23 of 1,247.15 lakhs in comparison with a loss of 80.28 lakhs for FY 2021-22.

d) OUTLOOK

The outlook for the Indian hospitality industry remains positive. Domestic demand will continue to be strong and international travel is also expected to pick up, despite the looming threat of a recession in the US and Europe, growing global geopolitical issues, and an increase in COVID cases in some countries. In addition, the G20 presidency of India and the fact that India is hosting a number of international events, including the ICC Mens World Cup will increase demand for hotels in the cities where these events will take place.

Transactions Outlook

Transactions will continue to remain sluggish in the near term in an otherwise gradually maturing hospitality market due to the ongoing conflict between buyer and owners expectations. Buyers must recognize that as COVID was an anomaly, the assets valuation should take into account both its historical (particularly pre-COVID) and anticipated future performance. On the other hand, owners who want to exit or reduce debt should realistically take advantage of the improving market sentiments. With improving market sentiments and a bullish outlook for the hotel sector, Indian hotel operators may explore the IPO route in the medium term. Hotel companies both operators and owners may now consider ramping up their operations to achieve the scale and size needed to go public. Using the IPO route will help hotel companies in raising funds for expansion plans, deleveraging their balance sheet, or providing an exit to existing investors. Furthermore, new listings of good-quality hotel companies will also provide the depth needed to create a hotel industry specific index that can be used as a benchmark to track the industrys performance, helping investors make more informed decisions going forward.

Will Indias tourism industry grow in 2023?

A study conducted last year revealed that 78% of Indian respondents had plans to travel in 2023, suggesting that the tourism industry is likely to experience a substantial increase in demand this year. The industry is anticipating a surge in business from both domestic and international markets.

e) RISK AND CONCERNS

Rapidly changing customer demands and a boom in guest-facing connected technologies are among the factors changing the risk landscape for hospitality companies.

The Major risk factors are:

1. The Sharing Economy

2. Continuously changing consumer demands

3. Shortage of Experienced personnel

4. Uncertainty in International travel

5. Guest focused technology

6. New Regulations.

f) INTERNAL CONTROL SYSTEMS AND ADEQUACY.

Your Company has in a place an adequate internal control system. The internal controls are designed to provide reasonable assurance regarding the effectiveness and the efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable Laws and Regulations, protecting the assets from unauthorized use of losses. The internal controls are supplemented by the programme of internal audit.

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE /BUSINESS PERFORMANCE.

Particulars	31.03.2023	31.03.2022	% of change
Food and Beverages	2684.28	1547.89	72.59%
Rooms	2917.01	1382.31	112.17%
Banquet Halls	35.94	31.09	15.60%
Spa Collections	150.09	62.45	140.34%
Gym Collections	265.96	125.23	112.38%
Franchise	13.67	7.62	79.40%
Other Services	79.23	38.07	108.12%
Other Income	141.83	104.41	35.84%
Overall Income	6288.01	3299.07	90.6%
Occupancy (%)	74.10	49.70	49.09%

Overall Income increased by Rs. 2988.94 Lakhs from Rs. 3299.07 Lakhs to Rs.6288.01 Lakhs.

Occupancy increased by 49.09% from 49.70% to 74.10%.

h) MATERIAL DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT.

Your company sincerely believes that its employees are its vital assets and hence in order to keep its employees motivated and changed, your company provides them good environment, so that they are able to leverage their full potential. The HR department updates its HR polices, SOP practise and processes so as to enable and empower its employees.

Your company provides the following welfare and HR activities to the companys employees.

Appreciation Award (Best Attendance, Best Comments from guest)

Leadership training

Personality development training

Christmas Carol Singing Kids Carnival

Common Staff Birthday celebration every month

Communication Class

Cooking Competition

Corporate fun games / Team Building Group Activities

Dental Camp

Eye check up

Diabetes camp

Diwali, Ayudha Pooja, Christmas, Krishna Jayanthi, Vinayaka Chathurthi, Pongal,

Ramzan iftar are celebrated with staff

Eye screening camp

First Aid Class through RAKSHA

Effective leadership and communication skill by Mr. RaviRamnathan

Public speaking Training

Food Hygiene awareness

Food Wastage Awareness

Staff children days celebration

International Chef day

Long Service Award

Founders day

May Day

Medical check-up for all Women

Plating Competition

Pongal Traditional Games (Paarampariya Vilayattukal)

Safety and Fire Fighting awareness programmes for staff.

Sports Day

Yoga Day

Womans day celebration

Art work class by Ms.Jagruti

Iftar Party

By giving these schemes and training programmes, the employees become loyal to the company and thereby the employee attrition rate is minimized. The overall attrition rate is 3.51%.Promotions and recognition awarding policies, training and development, skill program are used as effective tools by HR for improving employee productivity.

(i) KEY FINANCIAL RATIOS

Key Financial Ratios	31.03.2023	31.03.2022	Difference
Debtors Turnover	5.58	7.35	(24.08%)
Inventory Turnover	39.54	26.41	49.72%
Interest Coverage Ratio	67.86	(0.64)	10703%
Current Ratio	2.48	1.36	82.35%
Debt Equity Ratio	0.03	0.01	200%
Operating profit Margin (%)	36.13%	19.44%	85.85%
Net Profit Margin (%)	20.29%	(2.51)%	908.37%
Return on Networth	19.43%	(1.39)%	1497.84%

The variances in ratios on account of recovery of business during the current year when compared to previous year in which business was severely impacted by Covid 19 pandemic.

Cautionary Statement

The information contained in the Management Discussion and Analysis regarding Companys estimates, expectations, projections, guidance are based on assumptions and expectations of future events. The Company takes no responsibility on such statements since the Company exercises no control over the events that takes place in future. The actual results may differ from those expressed or implied. The Changes in the domestic and global economic conditions and government regulations, tax laws and other statutes may affect the hospitality industry.

5. FINANCIAL INFORMATION AND DETAILS OF ASSOCIATE COMPANY

The Financial Statement of the company is prepared in accordance with the Ind AS under the provisions of the Companies Act, 2013 and forms part of the Annual Report. The companys financials disclose the assets, liabilities, income, expenses and other details.

The Company does not have any subsidiary, Joint Venture and associate Company.

During the year under review no Company has become ceased to be the Companys subsidiary, Joint Venture and associate Company.

6. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint ventures-NOT APPLICABLE

7. FINANCIAL HIGHLIGHTS OF THE COMPANY

The financial highlights of the company for last 10 years are furnished in the Annual Report.

8. HUMAN RESOURCES

The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel in all departments. The Management strives to retain and improve employee morale. The Company has total staff strength of about 352 employees.

The Company has streamlined its manpower strength at the Hotel. As a result of manpower rationalization exercise, the monthly payroll has been optimized. The decision for rationalization of labour has enabled the company to curtail fixed manpower costs. However, the core technical expert team is retained to guide the Company to achieve higher and efficient level of performance.

9. DEPOSITORY SYSTEM / E-VOTING MECHANISM:

The Company has entered into a Tripartite Agreement with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd (CSDL) along with Registrars M/s Cameo Corporate Services Ltd, for providing electronic connectivity for dematerialization on the Companys shares facilitating the investors to hold the shares in electronic form and trade in those shares. The shares of your Company are being traded now on the BSE under compulsory demat form. Further, in accordance with provisions stipulated under Companies Act, 2013, the facility of e-voting is also made available to all shareholders of the Company. The instructions regarding e-voting is enclosed along with this report. All shareholders are also requested to update their email ids with the Company or our RTA M/s. Cameo Corporate Services Ltd. The Company has paid the Annual Depository fees for the FY 2022-23.

10. INVESTOR EDUCATION & PROTECTION FUND

During the year under review unclaimed dividend of Rs. 3,46,281/- and 6,104 number of shares were transferred to the Investor Education and Protection Fund (IEPF).

Mr.R.Siddharth, Company Secretary of the company is appointed as Nodal Officer, as per the provisions of Companies Act, 2013 relating to IEPF and the above details are available in the official website of the company i.e. www.saverahotel.com.

11. DEPOSIT FROM PUBLIC

The Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013.

12. A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained NOT APPLICABLE.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors met five (5) times during the year under review and the meeting dates are on 28.05.2022, 05.08.2022, 17.08.2022, 10.11.2022, and 11.02.2023 during the financial year 2022-23.

There were no appointment or resignation of Key Managerial Personnel during the period under review.

During the Financial Year 2022-23, the following appointments and cessation has taken place:

S. NO Name of the Directors	Designation	DIN	Date of Appointment	Date of Cessation
1 S. Sridhara Rao	Independent Director	06927991	22.09.2014	21.09.2022
2 S.Sundarraman	Independent Director	06412800	05.08.2022	NA
3 C. Palanivelu	Independent Director	09675732	12.09.2022	NA
4 A.Chaitanya Kumar	Non Executive Director	09683865	05.08.2022	NA

Pursuant to the section 152 of the Companies Act, 2013, Mrs.A.Nivruti, Director retires by rotation and is eligible for re-appointment. The Board has recommended her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the notice of the 54th Annual General Meeting of the company along with her brief profile.

CHANGES IN KMPS DURING THE YEAR

There were no Changes in KMPs during the Financial Year 2022-23.

The Key Managerial Personnel of the company presently are Mr. A. Ravikumar Reddy, Managing Director, Mr. R.Siddharth, Company Secretary and Mr. CH Mahesh Kumar, Chief Financial Officer.

14. DIRECTORS RESPONSIBILITY STATEMENT

On the basis of internal financial controls and systems relating to compliance maintained by the company, work done by the internal, statutory and secretarial auditors, the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the companys internal financial controls were adequate and effective during the financial year 2022-23.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year 2022-23, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies 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 of the company at the end of the financial year 31st March,2023 and of the profit of the company for that period;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS

The Company has internal financial controls commensurate with the size of the complexity of the business operations and it has well defined internal audit functions. For the purpose of independence, the internal audit dept. reports to Chairman of the Audit Committee and the Board of Directors.

16. SECRETARIAL STANDARDS

The company has complied with the Secretarial Standards issued by Institute of Company Secretaries India.

16.1. SECRETARIAL AUDITOR

M/s. M. Francis & Associates, Practising Company Secretaries have been appointed as the Secretarial Auditor to carry out the Secretarial Audit for the year 2022-23. The Secretarial Audit Report given by them shall form part of this report as Annexure I.

There are no qualifications, reservations or adverse remarks or disclaimers made by the tatutory Auditors in their Secretarial Audit report for the Financial Year2022-23.

17. STATUTORY AUDITORS

In accordance with the provisions of Section 139 and 142 of the Companies Act, 2013, and the rules framed there under, M/s. S.Venkatram & Co., LLP, Chartered Accountants, TTK Road, Chennai 600 018 were re-appointed as statutory auditors of the company for second term of 5 years to hold the office from the conclusion of the 53rdAnnual General Meeting of the company held on 12.09.2022 till the conclusion of the 58th Annual General Meeting(AGM) of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the standalone financial statements in their report for the year 2022-23.

18. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and future operations of the company during the year under review.

19. INDEPENDENT DIRECTORS DECLARATION

Mr. A. Sudhakar Reddy, *Mr.S. Sridhara Rao, Mr. S. Sundarraman and Dr.C. Palanivelu, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act 2013, and are in compliance with Regulation 16 and 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further , there is no change in their status as independent director during the year.

*Mr.S.Sridhara Rao, Non-Executive Independent Director retired from the Board of the company on completion of his second term of five years w.e.f. 21.09.2022.

20. TRANSACTIONS WITH THE RELATED PARTIES

All related party transactions that were entered into during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all contracts or arrangements with related parties entered into during the financial year ended 31-3-2023 were on arms length basis and in the ordinary course of business.

Therefore the particulars of contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are, is not applicable.

21. CORPORATE SOCIAL RESPONSIBILITY.

The CSR Policy of the company and the details about the initiatives taken by the company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in Corporate Governance report. During the year under review, the CSR Committee meetings were held on 28.05.2022 & 05.08.2022. The said CSR Policy is available in the Companys website.

22. NOMINATION AND REMUNERATION POLICY

The companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of the directors report.

23. COMMITTEES

Currently, the Board of Directors of the Company pursuant to the mandatory provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has the following committees were included namely:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Share Transfer Committee

f) Internal Complaints Committee

g) Investment Committee.

A detailed note on the Board and its committees along with the composition of the committees and compliances is provided under the Corporate Governance Report section in this Annual Report.

24. BOARD EVALUATION

The performance evaluation of the Board as a whole, performance of non independent directors, the performance of the Board Chairman and the performance of committees were conducted and the same based on the questionnaire and feed back from all directors on the Board.

While undertaking the Board evaluation, the company also followed the required principles covered under the Guidance note issued by SEBI.

Important key criteria for performance evaluation are as follows.

Directors performance evaluation

a) Attendance at Board or Committee Meetings

b) Contribution at Board or Committee Meetings

c) Guidance/support to management outside Board/Committee meetings.

d) Performance evaluation of Board and Committees

e) Structure of the Board and Board composition

f) Establishment and delineation of responsibilities to Committees.

g) Effectiveness of Board processes, information and functioning.

h) Board culture and dynamics

i) Quality of relationship between Board and management.

j) Efficacy of communication with external stakeholders.

25. LISTING

The equity shares of the Company are listed on BSE Ltd and the listing fees are regularly paid by the company.

26. CORPORATE GOVERNANCE

In terms of Regulation 34 (2) & (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance, the Practicing Company Secretary certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 134 (3) (m) of the Act, read with the companies (Accounts) Rules 2014 is furnished hereunder.

(A) CONSERVATION OF ENERGY

For the eco practices, the company has changed almost 99% of its lighting with LED lights reducing power consumption by 85% and the heat emission energy becomes very low, thereby through the STP,the sewerage and sewage water is treated and the treated water is recirculated for flushing system ,cooling towers and gardens.

The company also installed rain water harvesting system for collecting the rain water. The company also installed organic waste convertor machine in which the organic wastes are converted into composite manure.

The company has fixed aerator in taps to save water the automatic tap in the guest toilet to save water and also for good hygiene practices.

The Company always purchases equipments or machinery which consumes less power.

B) TECHNOLOGY ABSORPTION

Hotel being a service industry, technology absorption, transfer etc., are not applicable.The Resilience of the companys Backbone Systems consists of Servers, VPN and Many Tools in companys disposal made possible to successfully do the Day to Day Operations sailed smoothly despite severe restrictions placed on movement of Staff during Lockdown period.

The company solemns pledged to exceed the expectations in every front serving the companys Valuable Clients Experience the Premium Ness as always.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year	Rs. 44,694
The Foreign Exchange outgo during the year in terms of actual outflows	Nil

28. The Change in the nature of business, if any :

There is no change in nature of business.

29. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The Non-executive Directors provide a strong independent element to the Board and a solid foundation for good corporate governance, fulfilling the vital role of corporate accountability. The board formally reviews the independence of each of our Non-executive Directors at least annually. The board is of the opinion that each of the current Non-executive independent Director continues to be independent in character and judgement in line with the definition set out in the Code. In assessing each Directors independence, the Committee concluded that each provides objective challenge, strategic guidance, hold management to account and is willing to stand up and defend their own beliefs.

Two Independent Directors were appointed during the year.

1. Dr. C. Palanivelu, Appointed as Non Executive Independent Director of the Company w.e.f 12.09.2022.

2. Mr. S. Sundarraman, qualified Company Secretary Appointed as Non Executive Independent Director of the Company w.e.f 05.08.2022.

30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual and trainees ) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

Number of complaint received during the year	NIL
Number of Complaint disposed of during the year	NIL

31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application under IBC was initiated by the Company as on March 31, 2023. There was no instance of one time settlement with any Bank or financial institutions.

32. ANNUAL RETURN

A copy of the Annual Return 2022-23 is placed on the website of the company and can be accessed via weblink https://www.saverahotel.com.

33. PARTICULARS OF EMPLOYEES

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 III to this report.

Your directors wish to place on record their appreciation for the good services rendered by the employees at all levels of the company.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The details of loans, guarantees and investments under section 186 of The Companies Act, 2013 has been furnished in Annexure IV to this report.

35. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves for the year ended March 31, 2023.

36. DETAILS OF MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

37. DETAILS IN RESPECT OF FRAUDS.

There are no frauds as reported by the Statutory Auditors in Sl. No 11 of Annexure ‘A to the Independent Auditors Report.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

ACKNOWLEDGEMENTS

The directors would like to thank the Bankers of the Company, and other financial institutions for extending their financial support. They further express their thanks to the Central Government, State Government and other stakeholders for their patronage, support and guidance.

	FOR AND ON BEHALF OF THE BOARD
CHENNAI	A.Ravikumar Reddy	A.Nina Reddy
04th August, 2023	Managing Director	Joint Managing Director