Apollo Sindoori Hotels Ltd Directors Report.

Your Directors are pleased to present the Twenty-Third Annual Report on the business and operation of the Company together with the Audited Financial Statements for the year ended 31st March 2021.

1. Corporate Overview:

Apollo Sindoori is a leading hospitality service management and support services company. We manage the entire gamut of hospitality services right from food services to kitchen planning and management. Apollo Sindoori has built its heritage by combining its corporate and professional prowess with experience and expertise in catering and hospitality. We strive constantly to achieve "Excellence in Hospitality".

2. Operations / State of the Companys Affairs:

The spread of the Covid-19 pandemic made significant impact on the business of the Company. Your Companys revenue from operation has decreased from Rs.191 Crores as in the previous Financial Year (FY) 2019-20 to Rs.165.21 Crores in FY 2020-21. The spread of pandemic has drastically impacted the whole economy and as a result the revenue has dropped significantly by Rs. 25.60 Crores.

Your Companys profit before tax stood at Rs.7.89 Crore for FY 2020-21 as compared to Rs. 13.50 Crores in FY 2019-20.

Financial overview:

Standalone Financial

(Rs. in Lakhs)

particulars For the period 01.04.20 to 31.03.21 For the period 01.04.19 to 31.03.20
INCOME:
I Revenue from operations (I) 16,127.84 18,560.66
II Other Income (II) 398.52 525.53
III Total Income ( I + II ) 16,526.36 19,086.19
IV EXPENDITURE:
Consumption of Provisions & Stores 5,436.18 6,851.33
Employee benefit expense 8,778.59 9,436.76
Finance Cost 117.95 70.19
Depreciation and amortization expense 270.14 233.32
Other expenses 1,134.54 1,143.80
Total Expenses (IV) 15737.40 17,735.40
V Profit before exceptional and extraordinary items and tax (III - IV) 788.96 1,350.79
VI Exceptional Items -
VII Profit before extraordinary items and tax 788.96 1,350.79
VIII Extraordinary Items
IX Profit before tax 788.96 1,350.79
X Tax expense:
(1) (a) Current tax 160.00 324.00
(b) Previous year tax (46.64) 32.96
(2) Deferred tax 21.49 (35.30)
XI Net Profit(Loss) for the period (IX - X) 654.11 1,029.13
XII Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss Remeasurement of Defined Benefit Obligation (net of tax) (73.44) (71.52)
(i) Items that will be reclassified to profit or loss
XIII Total Comprehensive Income for the period (XI + XII) 580.67 957.61
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period 26,00,400 26,00,400
Nominal Value per Equity Share 5 5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS 25.15 39.58
Earnings per share after extra-ordinary item
- Basic & Diluted EPS 25.15 39.58

Consolidated Financial

(Rs in Lakhs)

particulars For the period 01.04.20 to 31.03.21 For the period 01.04.19 to 31.03.20
For the period 01.04.19 to 31.03.20
INCOME:
I Revenue from operations 16,834.21 19,347.70
II Other Income 404.64 519.77
III Total Income 17,238.85 19,867.47
IV EXPENDITURE:
Consumption of Provisions & Stores 5,841.25 7,378.07
Employee benefit expense 9,120.01 9,706.40
Finance Cost 190.52 141.21
Depreciation and amortization expense 463.77 302.04
Other expenses 1,434.30 1,450.86
Total Expenses (IV) 17,049.85 18,978.58
V Profit before exceptional and extraordinary items and tax 189.00 888.89
VI Share of profits of joint ventures 913.23 966.68
VH Exceptional Items
VIII Profit before extraordinary items and tax 1,102.23 1,855.57
IX Extraordinary Items
X Profit before tax (VIII - IX) 1,102.23 1,855.57
XI Tax expense:
(1) (a) Current tax 160.00 324.00
(b) Previous year tax (46.64) 32.96
(2) Deferred tax 32.30 (32.95)
XI Net Profit(Loss) for the period (X - XI) 956.57 1,531.57
XII Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax) (20.25) (83.16)
B (i) Items that will be reclassified to profit or loss 936.31 1,448.41
XIII Total Comprehensive Income for the period (XI + XII)
XIV Earning per equity share:
Weighted average no. of shares outstanding during the period 26,00,400 26,00,400
Nominal Value per Equity Share 5 5
Earnings per share before extra-ordinary item
- Basic & Diluted EPS 36.79 58.90
Earnings per share after extra-ordinary item
- Basic & Diluted EPS 36.79 58.90

3. Change in nature of business:

During the year, the no changes in the nature of business have taken place and Company continues its earlier business and operations.

4. Dividend:

The operation of the Company has been severally impacted during the period under review, which in turn has impacted the profit of the Company. Considering conservation of resources at the same time maintaining payout to the members, your Directors recommends a final dividend of Rs. 1.25/- (Rupees One and twenty five paisa), i.e., 25% of the face value of Rs. 5 per share. Same is subject to approval of the members at the ensuing Annual General Meeting.

5. Transfer to Reserves:

The Company has not made any transfer to reserves and has carried the profit in profit and loss account.

6. Deposits:

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

7. Listing:

Your Company is listed on National Stock Exchange of India Limited, Mumbai.

8. Share Capital:

The paid-up equity share capital as on March 31,2021 is Rs. 1,30,02,000/- divided into 26,00,400 equity shares of Rs. 5 each. During the year under review, your Company has not issued any shares including equity shares with differential rights or sweat equity. Further, Company has no outstanding preference shares or debenture and has not made any redemption of these.

9. Significant or Material Orders Passed by Regulators/Courts:

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments, affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2021 and till the date of this Directors Report. However, impact of pandemic due to Covid-19 including impact of second wave is not fully estimated and ascertained as it continues to impact the business of the Company.

11. Corporate Social Responsibility Report:

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approximately Rs. 29,91,248 approved cSr projects during the period under review.

Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure A.

12. Joint Venture Company:

Your Company has an existing joint venture, namely, Faber Sindoori Management Services Private Limited. The joint venture is with Faber Medi-Serve SDN BHD (FMS). The joint venture exists for setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information).

Your Company holds 49% in Faber Sindoori Management Services Private Limited and balance 51% is held by FMS. Details of the joint venture is provided in AOC-1 in Annexure- B.

13. Subsidiary:

Your company has a wholly owned subsidiary, Olive & Twist Hospitality Private Limited. The subsidiary has been establishment with a view to carry on and elite catering, convention centers & event management. The subsidiary has completed its second full year of the operation and its financial for the financial year ended 31st March 2021 has been consolidated in consolidated account of the Company. During the year Turnover Rs. 17.16 crore and PBT 4.67 crore. Owing to increase of turnover,the subsidiary has become a material subsidiary from financial year 20212022. In Order to contain the COVID-19 pandemic, the central and state governments in India imposed restriction on eateries and visitor movements at hospitals affecting the counter-sales income of the company causing an adverse impact on the revenue and profit for the FY 2020-21. The Company has considered the possible effects that may result from the pandemic on the carrying amounts of property, plant and equipment, receivables, inventories and other assets.

The management expects the situation to improve with the easing of restrictions and containment of the pandemic. Details of the subsidiary is also provided in AOC-1 under Annexure- B.

14. Consolidation of Accounts:

Your Company has prepared Consolidated Financial Statements as per Ind AS prescribed under Section 129 read along with Section 133 and prescribed rules of Companies Act, 2013. The consolidated financial statements reflect the financial position of the Company, its Subsidiary and Associates. As required by Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as SEBI (LODR) Regulation, 2015 or SEBI LODR), the Audited Consolidated Financial Statements together with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

15. Contract or Arrangement with Related Party:

All contract or arrangement or transaction pursuant to such contract or arrangement with related party during the financial year are in the ordinary course of business and on an arms length basis and are on similar terms and conditions as applicable to non-related parties. All the related party transactions pre-approved by the Audit Committee. Wherever required, Company also obtains the approval of members in compliance to the Companies Act, 2013 and/ or SEBI (LODR) Regulations, 2015. Disclosure as required in form AOC-2 has been provided as Annexure- C to this Directors Report.

The details of the transaction with Related Party are also provided in the accompanying financial statements and notes to account as per AS and may be treated as part of Directors Report.

During the year, Company is again seeking approval of members for a material related party transaction in term of Regulation 23 of SEBI (LODR) Regulations, 2015. The agreement of the Company with Apollo Hospital Enterprises Limited is in ordinary course of business and at arms length price and best interest of company.

16. Annual Return web link:

Annual Return in MGT - 7 to the extent can be filled has been placed on the website of the company at weblink http://www.apollosindoori.com/pdf/annualreturn.pdf. Same may be treated as part of this report.

17. Composition of Board:

The Board of the Company comprises of optimum combination of Executive, Non-Executive and Independent Directors. Your Board as on date of this report has two executive directors, three non-executive directors and three independent directors. No change took place in the board composition during the period under review. Mrs. Sucharitha Reddy, MD of the company has been reappointed at the last Annual General Meeting for a period of five years.

The composition of the Board is as below:

S.No Name of the Director Designation Executive/ Non-Executive/ Independent
1 Mrs. Sucharitha Reddy Managing Director Executive
2 Mr. C. Natarajan Whole-time Director and Chief Executive Officer Executive
3 Mr. Pottipati Vijaykumar Reddy Director Non- Executive
4 Mrs. Suneeta Reddy Director Non- Executive
5 Mrs. Sindoori Reddy Director Non- Executive
6 Mr. Venkatraman. G Chairman Independent Director
7 Mr. George Eapen Director Independent Director
8 Mr. Suresh Raj Madhok Director Independent Director

18. Attendance of Directors at Board Meetings and Annual General Meeting:

The Board of Directors met four times during the financial year 2020-21 on 9th July 2020, 11th September 2020, 12th November 2020 and 13th February 2021.

Details of attendance of Directors at the Board Meetings held during the financial year 2020-21 and the last Annual General Meeting (AGM) held on 17th September 2020 is as below:

Name of the Director Attendance at Board Meeting Attendance at AGM Dated
Held Attended 17th September 2020
Mrs. Sucharitha Reddy 4 3 No
Mr. C. Natarajan 4 4 Yes
Mr. Vijaykumar Reddy 4 2 No
Mrs. Suneeta Reddy 4 2 No
Mrs. Sindoori Reddy 4 4 No
Mr. Venkatraman. G 4 4 Yes
Mr. George Eapen 4 4 Yes
Mr. Suresh Raj Madhok 4 4 Yes

19. Committees of Board:

Your Board has constituted four Committees in compliance to Companies Act, 2013 and SEBI (LODR) Regulations, 2015 namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee. Board also ensures meeting of Independent Director in compliance to the provision.

During the financial year 2020-21, following meeting of Committees were held:

i. Audit Committee met four times on 9th July 2020, 11th September 2020, 12th November 2020 and 13th February 2021.

ii. Nomination & Remuneration Committee met once on 9th July 2020.

iii. Stakeholders Relationship Committee met once on 13th February 2021.

iv. CSR Committee met once on 13th February 2021.

Independent Directors had their meeting on 13th February 2021.

Details of attendance of Directors at the Committee Meetings held during the financial year 2020-21 is as below:

Attendance at Committee Meeting
Name of the Director Held Attended Attendance at Independent Directors Meeting
Mrs. Sindoori Reddy 2 2 -
Mr. Venkatraman. G 6 6 Yes
Mr. George Eapen 7 7 Yes
Mr. Suresh Raj Madhok 6 6 Yes

19. Audit Committee:

Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

The details about composition of the Audit Committee, its terms of reference, meetings, attendance, etc. have been provided in the Corporate Governance Report forming part of the Directors Report.

20. Nomination & Remuneration Committee:

Company has Nomination and Remuneration Committee in compliance to the Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Company strongly believes that human resources which manage the other resources have infinite potential and therefore, their development is the key to organizational effectiveness. The Company commit to integrate human resources with organizational growth and development for mutual benefit.

The details about composition of the Nomination and Remuneration Committee, its terms or reference, meetings, attendance and all other details have been provided in the Corporate Governance Report forming part of the Directors Report.

21. Stakeholders Relationship Committee:

Company has Stakeholders Relationship Committee in compliance to the Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Committee has been constituted to specifically look into various aspects of interest of shareholders, debenture holders and other security holders and resolve the grievances of security holders.

The details about composition of the Stakeholders Relationship Committee, its terms or reference, meetings, attendance and all other details have been provided in the Corporate Governance Report forming part of the Directors Report.

22. Corporate Social Responsibility Committee:

Company has Corporate Social Responsibility (CSR) Committee in compliance to the Section 135 of the Companies Act, 2013.

The details about composition of the CSR Committee, meetings and attendance have been provided in the Corporate Governance Report forming part of the Directors Report. A report on CSR as required is also provided separately forming part of the this report.

23. Conservation of Energy, Technology Absorption, Foreign exchange Earnings and Outgo

i. Conservation of Energy:

The Company values the significance of conservation of energy and hence continuous efforts are made for judicious use of energy at all levels of operations by utilizing energy efficient systems and processes. Towards achievement of this objective, steps have been initiated including use of energy efficient LED lights and energy management systems at our kitchen/offices. Further, certain initiatives are being implemented for optimization of electricity and LPG usage.

Some of the actions planned in phase number include replacement of energy intensive pumps with high efficiency systems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings of electricity consumption, a significant component of the energy cost, in an ongoing process. Company has not made any specific estimate of capital investment for energy conservation equipment.

ii. Technical Absorption:

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the Guest House.

The company has not imported any technology in last three years. Further, Company has not incurred any expenditure on research and development.

iii. Foreign Exchange Earnings and outgo:

Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows during the year is as under:

(Rs. in Lakhs)

Particulars March 31,2021 March 31, 2020
Outgo 21.68 16.04
Earned Nil Nil

24. Insurance:

All insurable interest of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

25. Auditors:

(i) Statutory Auditors:

M/s. P. Chandrasekhar, Chartered Accountants, Statutory Auditors of the Company has been appointed at the 19th Annual General Meeting and holds office until the conclusion of 24th Annual General Meeting. As per the amendment effective 7th May 2018 to Section 139 of Companies Act, 2013, the appointment is no more required to be ratified at each Annual General Meeting as required earlier.

(ii) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company has appointed M/s. Viswanathan & Co, Chartered Accountant as an Internal Auditors to undertake the Internal Audit of the Company.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed BGSMISHRA & Associates, Company Secretaries LLP as Secretarial Auditor for the financial year 2020-21. The Secretarial Audit Report is attached forming part of the report. Further, Company has appointed BGSMISHRA & Associates, Company Secretaries LLP to conduct the Secretarial Audit for the financial year 2021-22.

(iv) Cost Auditor:

As per Section 148(1) of the Companies Act, 2013, the requirement of the cost audit is not applicable to the company.

26. Internal Control Systems and their Adequacy:

The Company has an internal control system which commensurate with size, scale and complexity of its operations. Further, Company has appointed an external Internal Auditor. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the control. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

27. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their Knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 financial year 31st March 2021 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts are prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultant(s) and the reviews made by the Management and the relevant Committees, including the Audit Committee, Board is of the opinion that the Companys internal financial controls were adequate and operationally effective during the financial year 2020-21.

28. Directors Appointment / Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act, 2013 Ms. Sindoori Reddy and Mr. C. Natarajan, Directors of the Company retires by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Further, Company is seeking approval of re- appointment of Mr. C. Natarajan as Whole Time Director and Chief Executive officer at this Annual General Meeting for a period of one years from 30th May 2022. The Company is seeking approval of shareholder by way of special resolution as per the provisions of Section 196 read with Schedule V of Companies Act, 2013.

The Board, recommends his re-appointment as Whole Time Director and Chief Executive officer.

29. Independent Directors:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen are Independent Directors on Board of the Company and has been appointed for a period of five years from 25th July 2019. Their tenure of five years end on 24th July 2024. They have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, which has been duly appraised and noted by the Board.

Company pays commission not exceeding 1% of net profit of the Company to the independent directors as approved by Board/ Nomination and Remuneration Committee. The details of the commission paid during the financial year is also provided in this report.

Weblink of familiarization programme undertaken for IDs as available on website is http://www.apollosindoori.com/ pdf/independent%20directors.pdf

30. Changes in Key Managerial Personnel:

During the year, there is no change in Key Managerial Personnel. Mr. C. Natarajan, Whole Time Director and Chief Executive Officer, Meyyappan Subramanian, Chief Financial Officer and Ms. Rupali Sharma, Company Secretary are key managerial personnel of the Company.

31. Particulars of Loans, Guarantees or Investments:

Company has made investment in Joint Venture and Wholly Owned Subsidiary, details of which is available in the form AOC - 1 provided in Annexure B. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements and may be treated as forming part of the Directors Report.

32. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013, the Company has established vigil mechanism for the directors and employees to report genuine concerns. The Board of Directors have adopted Whistle Blower Policy.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy or ethics.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company and is available at the website at weblink http://www.apollosindoori.com/pdf/vigil%20mechanism Whistle%20Blower%20policy.pdf

33. Board Evaluation:

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the LODR Regulations, the evaluation process for the performance of the Board, its committees and individual directors are carried out internally. Each Board member submitted a detailed evaluation form on the functioning and overall level of engagement of the Board and its Committees on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgment, decision making, management actions etc.

One-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual directors was reviewed on parameters such as contribution, attendance, decision making, inter-personal relationship, actions oriented, external knowledge, etc. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. The independent directors met on 13th February 2021 to review the performance evaluation of non-independent directors, Board including the Chairman, while considering the views of the Executive and Non-Executive Directors. The independent directors were satisfied with the overall functioning of the Board, its various Committees and other non-executive and executive directors. The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its Committees with the company and its management.

34. Compliance to Secretarial Standard:

The company has complied with the Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. Company also endeavor and ensure compliance of other secretarial standard.

35. Risk Management Policy:

Risk Management is an integral part of the business process. The risk management process, inter alia provides for review of the risk assessment and mitigation procedure and timely report to the management and review of the identified risks at periodical interval to assess the progress of control measures.

The Audit Committee of the Board reviews the risk management efforts periodically. The Committee has formulated a Risk Management Policy. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within its risk capacity.

36. Receipt of Commission by MD / WTD from Company or Subsidiary:

During the financial year 2020-21, Managing Director / Whole Time Director of the Company has not received any commission from Company or Subsidiary of the Company.

37. Human Resources:

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company has a structured induction process at all its locations and management development programs to upgrade skills of managers.

38. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors Report. The Auditors Report do not contains any qualification/ observation. The Auditors Report read with the Notes and Schedules to Accounts forming part of the financial statements are self-explanatory.

39. Secretarial Auditors Report:

A detailed Secretarial Auditors Report is provided in Annexure- D.

The reply to the observation provided in Secretarial Audit Report is as under:

i. Observation: Circulation of minute of Board / Committee were not in proper compliance of Secretarial Standard in few cases as required to be done under Act.

Company Representation: Due to meeting carried out through video conferencing and Chairman and Directors attending meeting from their place and work from home due to restrictions placed due to pandemic of Covid-19, circulation of minute of Board / Committee were not in proper compliance of Secretarial Standard in few cases. Board has taken note of same and will implement proper system for compliance of same in future .

ii. Observation: Certain e-forms to be filed by the Company has been delayed and not been filed within the prescribed period under the Act.

Company Representation: Due to and work from home due to restrictions placed due to pandemic of Covid-19, certain e-forms could not be filed within the prescribed period. MCA has also granted several extension due to the challenges faced. However, Company has filed all forms and none of them is pending to be filed.

iii. Observation: The majority of the revenue of the Company is from related party transaction which as per the representation from the Company is in ordinary course of business and on arms length basis.

Company Representation: The Company is providing food/ manpower / facility services to several hospitals and many of them are related party. However, Company is also providing the services to other nonrelated parties at the same terms as to these related party. All these transactions are in ordinary course of business and at arms length and are beneficial for the Company. Since majority of the customer are related party, majority of the revenue is from related party transaction. Hence, this is statement of fact and do not point out to any violation. Further, these related party transactions are entered after due approval of Audit Committee as required under Companies Act, 2013 and LODR Regulation and wherever required, Company also obtains members approval.

iv. Observation: Company has delayed the submission of related party transaction for half year ended 30th September 2020 by 3 days under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for which NSE had initially levied fine of Rs.15,000/-, which later has been waived and refunded.

Company Representation: Company has submitted the financials within the due date which included related party transactions. The same was delayed in submission due to oversight and work from home linked with Covid cases. Board has considered the situation prevalent at that time and felt it was due to the circumstances existing at the time which resulted in delay. NSE has also accepted the representation of company and waived the fine.

v. Observation: Company has delayed the circulation / submission of annual report and notice of the AGM as the same was dispatched/ circulated on 28th August 2020 and AGM was held on 17th September 2020, which were not in compliance of Regulation 34(1)(a) read with/ and Regulation 36(2) of SEBI (LODR) Regulations, 2015 and Act

Company Representation: Company has approved the annual financial long time back and also approved the Board Report and Annexures earlier. Same was provided to designer and printer. However, same was delayed in submission due to delay by publisher/ designer in submission due to Covid. Company has taken steps to ensure that in future, compliances are met timely.

40. Managerial Remuneration:

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure E.

41. Disclosure as per Listing Regulations:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure F.

42. Corporate Governance:

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance and CEO/CFO Certificate on code of conduct and certificate on Corporate Governance forms an integral part of this Directors Report and has been provided in Annexure G.

43. Management Discussion and Analysis Report:

Management discussion and analysis report forming part of directors report pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure H

44. Particulars of Employees:

The Company has about 3872 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

45. Sexual Harassment of Women at Workplace (prohibition, prevention and redressal) Act, 2013:

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. During the year under review, the Company has not received any complaints under the Policy.

46. Transfer to Investor Education and Protection Fund:

The disclosure related to Investor Education and Protection Fund (IEPF) has been made in the notice to the Annual General Meeting. It contains details of the transfer of the unclaimed/ unpaid dividend and also the corresponding shares, year wise and amount of unpaid/ unclaimed dividend lying in the unpaid account, which are liable to be transferred to the IEPF. The details are also available on the website of the Company.

47. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As per the information of the Company as on date of this report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code 2016.

48. Companies (Auditors Report) Order, 2020

The Report as provided is self- explanatory.

49. Acknowledgement:

Your Directors take this opportunity to thank the Companys customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on Behalf of Board of Directors
Place: Chennai Sucharitha Reddy G. Venkatraman
Date: 14th August 2021 Managing Director Chairman