A Oneindia Venture

Directors Report of Savera Industries Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 56thAnnual 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, 2025.

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)

CURRENT

PREVIOUS

PARTICULARS

FINANCIAL

FINANCIAL

YEAR 2024-25

YEAR 2023-24

Revenue From Operations

7965.69

7215.36

Other income

375.38

305.40

Profit/loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses

1860.63

1623.17

Less : Depreciation / Amortisation / Impairment

272.82

254.03

Profit / loss before Finance Costs, Exceptional items and Tax Expenses

1587.82

1369.14

Less : Finance Costs

47.18

32.84

Profit / loss before Exceptional items and Tax Expenses

1540.64

1336.30

Add : (less) Exceptional Items

83.87

0

Profit / loss before Tax Expenses

1624.51

1336.30

Less : Tax Expenses (Current, Deferred & Earlier Tax)

300.35

305.81

Profit / loss for the year (1)

1324.16

1030.49

Other Comprehensive Income / loss (2)

(19.59)

97.62

Total (1 2 )

1324.36

1128.11

Balance of profit / loss for earlier years

5509.60

4836.96

Add: Current year profit /loss

1324.16

1030.49

Add : Transfer from Other Comprehensive Income

52.88

-

Less : Dividend paid on Equity Shares

(357.84)

(357.84)

Less : Dividend Distribution Tax

-

Balance Carried Forward

6509.19

5509.60

1.1 STATE OF COMPANY’S AFFAIRS

During the year under review the company achieved a turnover of ?83,41,07,261 against the corresponding previous year turnover of ?75,20,76,334. Total expenditure for the period ended as at 31stMarch, 2025 amounted to ? 68,00,43,099 increased by ? 6,15,96,458 as

compared to the previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March, 2025 amounted to ?18,60,64,439 as against the profit of ?16,23,16,336 over the corresponding period last year. Deferred tax for the year ended 31st March, 2025 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2024-25 of ? 13,24,15,863 in comparison with a Profit of ? 10,30,48,487 for FY 2023-24. No amount was transferred to General Reserve during the year under review. The company has adopted Ind-AS from the financial year 2017-18.

2. DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.3.00 per equity share for the financial year ended 31.03.2025 out of the profits of current financial year. The total outflow towards dividend will be Rs.3,57,84,000/-.

3. INDUSTRY OVERVIEW

The hospitality industry in India encompasses hotels, resorts, travel and tourism, restaurants, event management, and other related services. It is one of the largest contributors to India''s GDP and employment. With increasing disposable incomes, growing middle class, and government initiatives like "Dekho Apna Desh" and "Incredible India 2.0", the sector is poised for robust growth in 2025-26.

Market Size and Growth Forecast (2025-26)

Market Size (Expected):

?5.5 to ?6 lakh crore (~USD 65-70 billion)

CAGR (2023-2026):

~8% to 10%

Occupancy Rate Forecast:

Expected to reach 70-75% in metro and Tier 1 cities

Average Daily Rate (ADR):

Expected to grow 6-8% YoY due to demand revival

RevPAR (Revenue per Available Room):

On track to surpass pre-pandemic levels

The hospitality industry in India is poised for robust growth in 2025-26, driven by a surge in domestic tourism, infrastructure development, and increased digitalization. With rising disposable incomes and supportive government policies, the sector is projected to grow at a CAGR of 8-10% over the next two years. Demand for hotels, resorts, budget accommodations, and wellness tourism is rapidly increasing.

"The Indian hospitality sector is entering a golden era, powered by a convergence of strong

economic fundamentals, rising consumer aspirations, and digital transformation." Fueled by a growing middle class, increased domestic travel, and a thriving startup ecosystem, India''s hospitality industry is set to be one of the fastest-growing sectors in the economy."

"2025-26 is poised to be a breakout period for Indian hospitality, with record-high occupancy rates, robust room demand, and unprecedented infrastructure investments." "India is rapidly evolving from a value-driven to an experience-driven hospitality market, unlocking massive opportunities across luxury, budget, medical, and eco-tourism segments." "Strategic policy support, combined with private sector innovation, is turning India into a global tourism powerhouse and a hotspot for hospitality investment." "The industry''s momentum is clear—India is no longer catching up; it is now setting benchmarks in hospitality growth across emerging markets."

India''s hospitality industry stands at a promising inflection point. With favorable government policies, changing travel behaviors, and increasing focus on digital and sustainable models, the industry is set to thrive in 2025-26. Companies that adapt to tech innovations and customer-centric models will lead the next phase of growth.

4. MANAGEMENT DISCUSSION AND ANALYSIS

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The hospitality industry in India has evolved into a dynamic and multi-segmented sector, encompassing accommodation services, food and beverage (F&B) operations, travel and tourism support, and allied wellness and leisure services. The industry structure includes luxury hotels, midscale and budget accommodations, boutique stays, serviced apartments, homestays, and new-age platforms like Airbnb. Alongside, food services—from high-end dining to quick service restaurants and cloud kitchens—have become a vital part of the value chain. Supporting segments such as online travel agencies, medical tourism, MICE (Meetings, Incentives, Conferences, and Exhibitions), and wellness retreats also contribute significantly to the ecosystem. Recent years have seen a strong post-pandemic recovery, with occupancy rates and revenue metrics exceeding pre-COVID benchmarks in key markets. Budget and midscale chains have expanded aggressively into Tier 2 and Tier 3 cities, driven by franchise models and rising domestic travel. Simultaneously, technology adoption—such as contactless check-ins, AI-driven pricing, and app-based services—has transformed customer experience and operational efficiency. The rise of wellness tourism, destination weddings, and sustainable hospitality practices has opened up new growth avenues. Backed by robust government policies, 100% FDI allowance, and improved infrastructure under schemes like Swadesh Darshan and Dekho Apna Desh, the Indian hospitality sector is on a strong growth trajectory. These developments signal a positive outlook for shareholders, with opportunities to unlock value through strategic expansion, digital investments, andasset-lightbusinessmodels.

b) OPPORTUNITIES AND THREATS

(i) Opportunities

The Indian hospitality industry presents a wealth of opportunities that position it as a high-potential sector for investors and shareholders. With rising disposable incomes, a young and travel-savvy population, and strong government backing, there is a consistent surge in domestic and inbound tourism. Rapid urbanization, improved air and road connectivity, and the growth of Tier 2 and Tier 3 cities offer untapped markets for hotel expansion.

The increasing popularity of medical and wellness tourism, experiential stays, and digital-first travel services has opened new revenue streams for hospitality companies. Additionally, the rise in corporate travel, MICE events, and destination weddings provides opportunities to enhance average revenue per customer.

(ii) Threats

However, the industry is not without challenges. Operational costs are rising due to inflation and high compliance burdens. The sector faces a shortage of skilled manpower and growing competition from unregulated platforms like homestays and short-term rentals (e.g., Airbnb). External threats such as geopolitical tensions, public health emergencies, or fluctuating foreign exchange rates can directly impact travel sentiment and business volumes. Moreover, evolving consumer expectations require continuous investment in technology, sustainability, and service quality.

Despite these threats, the long-term outlook remains positive, and with prudent risk management and strategic positioning, the hospitality sector offers shareholders a strong potential for value creation and sustained growth.

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,2025 amounted to ? 83,41,07,261 increased by ? 8,20,30,927 as compared to the previous year turnover of ? 75,20,76,334. Total expenditure for the year ended 31st March 2025 amounted to ? 68,00,43,099 increased by ? 6,15,96,458 as compared to the previous year. The profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2025,amounted to?18,60,64,439 as against the profit of? 16,23,16,336 over the corresponding period last year. The deferred tax for the year ended 31st March,2025 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2024-25 of ? 13,24,15,863 in comparison with a Profitof ? 10,30,48,487 for FY 2023-24.

d) OUTLOOK

The outlook for the Indian hospitality industry over the next few years is highly optimistic,

driven by a confluence of economic, demographic, and policy tailwinds. The sector is expected to continue its robust growth trajectory, with projected annual growth rates of 8-10% through FY 2025-26. Strong domestic demand, coupled with a gradual resurgence in foreign tourist arrivals, is expected to fuel occupancy and revenue per available room (RevPAR) across segments.

The shift in consumer preferences toward experiential, wellness, and sustainable travel is reshaping service offerings, creating space for innovation and premiumization. At the same time, rapid digital transformation—through Al-based booking platforms, contactless checkins, and personalized customer experiences—is enhancing operational efficiency and guest satisfaction.

Government initiatives such as Swadesh Darshan, PRASAD, and 100% FDI in tourism infrastructure are reinforcing the investment climate, particularly in Tier 2 and Tier 3 cities. Despite global uncertainties, India''s hospitality sector is well-positioned to emerge as one of the fastest-growing markets globally, offering shareholders long-term stability, rising profitability, and a strong runway for expansion.

e) RISK AND CONCERNS

While the Indian hospitality industry offers significant growth potential, it is also subject to a range of risks and operational concerns that shareholders should be aware of. The sector remains highly sensitive to external shocks such as geopolitical instability, pandemics, natural disasters, and global economic downturns, all of which can abruptly affect travel sentiment and occupancy levels. Inflationary pressures, including rising energy costs, wages, and input prices, continue to strain operating margins. Regulatory compliance, especially related to environmental norms, tax laws, and safety standards, adds to operational complexity, particularly for multi-property chains.

Additionally, competition is intensifying due to the rise of unregulated accommodation platforms like short-stay rentals (e.g., Airbnb), putting pricing pressure on traditional players. Talent shortages and high attrition rates, especially in service and culinary roles, also hinder scalability and service consistency. The increasing dependency on digital platforms exposes operators to cyber risks and demands constant investment in technology.

Lastly, while Tier 2 and Tier 3 cities offer expansion opportunities, limited infrastructure and inconsistent demand patterns may pose challenges. Addressing these risks through robust governance, proactive risk management, and a flexible operating model is crucial for sustaining long-term shareholder value.

f) INTERNAL CONTROL SYSTEMS AND ADEQUACY.

The hospitality industry operates in a high-touch, service-intensive environment, requiring strong internal control systems to ensure operational efficiency, compliance, and financial integrity. Well-designed internal controls are essential to manage the diverse revenue streams—such as room bookings, food and beverage services, banquets, and ancillary operations—while safeguarding against fraud, pilferage, and leakage.

Leading hospitality players in India have implemented structured internal audit mechanisms, automated point-of-sale (POS) systems, inventory management tools, and cash-flow monitoring processes to enhance accountability and transparency. Many operators also utilize ERP and cloud-based hotel management platforms to track real-time data across multiple locations. Internal control frameworks are regularly reviewed by management and independent audit committees to ensure adequacy in light of changing business conditions, technology adoption, and regulatory requirements.

Furthermore, emphasis is placed on data security, cybersecurity protocols, guest privacy compliance, and procurement discipline. As the sector grows more complex, maintaining robust and scalable internal control systems remains a priority to uphold stakeholder trust, ensure financial accuracy, and support long-term sustainable growth.

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

Particulars

31.03.2025

31.03.2024

% of change

Food and Beverages

3681.22

3352.00

9.82

Rooms

3434.52

3107.27

10.53

Banquet Halls

160.85

132.49

21.41

Spa Collections

161.52

152.94

5.61

Gym Collections

411.99

334.59

23.13

Franchise

6.01

24.44

(75.41)

Other Services

109.60

111.63

(1.82)

Other Income

375.38

305.40

22.91

Overall Income

8341.07

7520.76

10.91

Occupancy (%)

80.5

76.8

3.7

Overall Income increased by Rs. 820.31from Rs.7520.76 to Rs8341.07.

Occupancy increased by 3.7% from 76.8% to 80.5%.

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 practice and processes so as to enable and empower its employees.

Your company provides the following welfare and HR activities to the company’s employees. (APR’2024 - MAR’2025

• Food wastage awareness

• first aid class

• Iftar celebration

• Tamil new year celebration

• Ganesh Chaturthi celebrations

• Onam festival

• Excellence leadership training

• communication class for supervisory level

• Medical camp for staff

• Diwali, Ayudha Pooja, Christmas, Navratri, Ramar pooja Ayodhi, Pongal, are celebrated with staff

• Common Staff Birthday celebration every month

• Manager Express training by Vasanth

• International Chef day

• Medical camp - Eye check up, Diabtes, BP, ECG

• Cooking Competition

• Christmas Carol Singing - Kids Carnival

• Leadership training - Management development training MDP

• Staff children summer camp

• Pongal Traditional Games (PaarampariyaVilayattukal)

• Safety and Fire Fighting awareness programmes for staff.

• Woman''s day celebration

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 2.7%.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

31.03.2025

31.03.2024

Difference

Debtors Turnover

7.70

7.08

8.72%

Inventory Turnover

54.40

47.95

13.46%

Interest Coverage Ratio

33.65

41.69

(19.28%)

Current Ratio

1.97

2.56

(22.93%)

Debt Equity Ratio

0.02

0.03

(33.34%)

Operating profit Margin (%)

30.34%

31.18%

(2.70%)

Net Profit Margin (%)

16.62%

14.28%

16.39%

Return on Networth

15.92%

13.83%

15.08%

Cautionary Statement

The information contained in the Management Discussion and Analysis regarding Company''s 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 company''s 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 Company''s 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 in the first page.

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 475 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 Company''s 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 2024-25.

10. INVESTOR EDUCATION & PROTECTION FUND

During the year under review unclaimed dividend of (Interim & Final) Rs. 8,16,526/- and 18422 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 Seven (7) times during the year under review and the meeting dates are on 29.05.2024, 09.08.2024, 16.09.2024, 09.11.2024, 18.12.2024, 05.02.2025 and 20.03.2025 during the financial year 2024-25.

CHANGES IN KMP’S DURING THE FINANCIAL YEAR

There were no Changes in Key Managerial Personnel during the Financial Year 2024-25. The Key Managerial Personnel of the company presently are Mrs. A. Nina Reddy, Managing Director, Mr. R.Siddharth, Company Secretary and Mr. CH Mahesh Kumar, Chief Financial Officer.

CHANGES IN BOARD OF DIRECTORS

During the Financial Year 2024-25, the following appointments and Cessation of the Board has taken place:

S.No.

Name of the Directors

Designation

DIN

Date of Appointment

Date of Cessation

1.

*Mr.A.Sudhakar Reddy

Non Executive Independent Director

01898228

06/06/2008

21/09/2024

2.

Mrs.Pujitha Reddy Kamineni

Non Executive Independent Director

10704998

09/08/2024

NA

*Mr.A.Sudhakar Reddy (DIN:01898228) Independent Director, resigned from the board w.e.f 21/09/2024 due to completion of second term of five years.

Pursuant to the section 152 of the Companies Act, 2013, Mr.A.Tarun Reddy (DIN:01521977) Executive Director, retires by rotation and is eligible for re-appointment. The Board has recommended his re-appointment and accordingly resolution seeking approval of the members for his re-appointment has been included in the notice of the 56th Annual General Meeting of the company along with his brief profile.

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 company''s internal financial controls were adequate and effective during the financial year 2024-25.

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 2024-25., 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,2025 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 2024-25. 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 Secretarial Auditors in their Secretarial Audit report for the Financial Year 2024-25.

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 2024-25.

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. S. Sundarraman, Dr.C. Palanivelu, and Mrs.Pujitha Reddy Kamineni, 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.

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 31-3-2025 were on arm''s 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 29.05.2024, 09.08.2024 & 05.02.2025.. The said CSR Policy is available in the Company''s website.

22. NOMINATION AND REMUNERATION POLICY

The company''s 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 company''s Backbone Systems consists of Servers, VPN and Many Tools in company''s 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 company''s 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. 3,62,05,349.93

The Foreign Exchange outgo during the year in terms of actual outflows - Rs. 2,95,000

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 Nonexecutive Directors at least annually. The board is of the opinion that each of the current Non-executive independent Directors continues to be independent in character and judgement in line with the definition set out in the Code. In assessing each Director''s 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.

Mrs.Pujitha Reddy Kamineni (DIN: 10704998) has been appointed to the board as Non Executive Independent Director w.e.f. 09.08.2024 during the financial year 2024-25.

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 2024-25.

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 31,2025. There was no instance of one time settlement with any Bank or financial institutions.

32. ANNUAL RETURN

A copy of the Annual Return 2024-25 is placed on the website of the company and can be accessed via weblink https://www.saverahotel.com.

33. PARTICULARS OF REMUNERATION

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 31,2025.

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.


Mar 31, 2024

The Directors have pleasure in presenting the 55th Annual 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, 2024.

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)

CURRENT

PREVIOUS

PARTICULARS

FINANCIAL

FINANCIAL

YEAR 2023-24

YEAR 2022-23

Revenue From Operations

7215.36

6146.18

Other income

305.40

141.83

Profit/loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses

1623.17

1552.77

Less : Depreciation / Amortisation / Impairment

254.03

256.79

Profit / loss before Finance Costs, Exceptional items and Tax Expenses

1369.14

1295.98

Less : Finance Costs

32.84

23.05

Profit / loss before Exceptional items and Tax Expenses

1336.30

1272.93

Add : (less) Exceptional Items

0

268.04

Profit / loss before Tax Expenses

1336.30

1540.97

Less : Tax Expenses (Current, Deferred & Earlier Tax)

305.81

293.82

Profit / loss for the year (1)

1030.49

1247.15

Other Comprehensive Income / loss (2)

97.62

46.81

Total (1 2 )

1128.11

1293.96

Balance of profit / loss for earlier years

4836.96

3589.80

Add: Current year profit /loss

1030.49

1247.15

Less :Transfer to Reserve

-

-

Less : Dividend paid on Equity Shares

(357.84)

-

Less : Dividend Distribution Tax

-

-

Balance Carried Forward

5509.60

4836.96

1.1 STATE OF COMPANY’S AFFAIRS

During the year under review the company achieved a turnover of '' 7,520.76 against the corresponding previous year turnover of ''6,288.01. Total expenditure for the period ended as at 31stMarch, 2024 amounted to '' 6,184.46 increased by ''1,169.38 as compared to the

previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2024 amounted to ''1,623.17 as against the profit of '' 1,522.77 over the corresponding period last year. Deferred tax for the year ended 31st March, 2024 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2023-24 of '' 1,030.49 in comparison with a profit of '' 1,247.15 for FY 2022-23. No amount was transferred to General Reserve during the year under review. The company has adopted Ind-AS from the financial year 2017-18.

2. DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.3.00 per equity share for the financial year ended 31.03.2024 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 (2024-29)

The Hospitality Market in India is Experiencing Growth Due To the Country''s Rich Culture and Diversity, Attracting Global Guests. The Service Sector, Known for Spiritual Tourism, Has Seen A Rise in Domestic Travel, Driven by A Growing Middle Class and Increased Disposable Income. The Hotel Industry is Expanding With New Projects From International Chains, Driven by Increased Travel and Government Efforts To Boost Tourism.

India Hospitality Market Analysis

The Hospitality Industry In India Market size is estimated at USD 247.31 billion in 2024, and is expected to reach uSd 475.37 billion by 2029, growing at a CAGR of 13.96% during the forecast period (2024-2029).

India has been successful as a leading global destination for leisure and business travelers, which has undoubtedly positively impacted the country''s hospitality sector.

India''s attractiveness as a global travel destination has been further enhanced by its geopolitical stability, world-class infrastructure, and commitment to hosting international events. Therefore, these factors contribute to the growth of the tourism industry and, as a result, keep the hospitality industry firm.

India''s domestic tourism has shown remarkable resilience and strength, and an increasing preference for staycations among Indian residents has been noticed. This preference for staycation is driven by several factors, including convenience, safety, and the opportunity to discover hidden gems within India.

The growth rate of the hospitality and tourism sector has seen a notable increase. India is included in the list of the top 100 countries with favorable conditions for conducting business (EoDB) and holds the first globally regarding greenfield FDI ranking. To enhance the cruise tourism industry, the Government of India (GoI) has chosen to develop the Chennai, Goa,

Kochi, Mangalore, and Mumbai ports as cruise tourism hubs. These ports will have various amenities such as hospitality services, retail outlets, shopping centers, and restaurants.

India Hospitality Market Trends

Increase in the Number of Hotel Projects is Driving the Market

India''s hospitality sector has experienced a notable boost due to the surge in hotel projects. The industry saw an increase in occupancy rates ranging from 60-67% compared to the previous year. Despite this, average rates (ARR) have fully recovered, showing a significant rise of 37-39 % from the prior year. Consequently, Revenue per Available Room (RevPAR) has seen a remarkable growth of 89-91% in the current year compared to the previous year. Driven by a robust rebound in demand, hotel companies have expedited their expansion strategies this year, leading to a more than 35% increase in brand signings by keys compared to the previous year. According to the Top Hotel Projects construction database, India is set to welcome 48l projects with 57,879 rooms. Hoteliers have been expanding their presence in leisure destinations and Tier-3 and -4 cities, acknowledging the vast untapped potential in these regions.

Moreover, during India''s G20 presidency until November 2023, over 200 G20 meetings were held in 55 different locations nationwide. This significantly benefited the Indian hotel sector, as there was a notable increase in demand for hotels in the cities hosting these meetings.

4. MANAGEMENT DISCUSSION AND ANALYSIS

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian hospitality industry is primarily fueled by strong domestic demand and the Indian government''s renewed focus on expanding the tourism sector. Recognizing the sector''s potential as a major employment generator, the government actively promotes it through public-private partnerships and a mission-oriented approach involving all stakeholders. The government plans to revive 50 additional airports, heliports, and water aerodromes to enhance regional air connectivity. It also aims to develop fifty tourism destinations as comprehensive packages for domestic and international tourists. The government''s continued emphasis on infrastructure development, including significant railways and last-mile connectivity investments, is expected to benefit the sector.

Marketing strategies:

We all talk about the elusive guest experience but few understand that the guest experience starts long before check-in. Hotel guests may even start their journey on a channel you can''t control. Perhaps they saw your property on an influencer''s Instagram then searched Google and landed on an OTA. Love ‘em or hate ‘em, third-party channels are an essential part of the hotel marketing landscape. While some hoteliers begrudge third-party channels

for charging commissions and eating away at potential direct bookings, there''s no denying that these channels bring massive marketing power and a global user base. It would be nearly impossible for an individual hotel to get the same reach alone, so mastering marketing on third-party channels, like the OTAs, metasearch, and the GDS, is a necessity.

No matter where your reservations come from, guests need to trust that your hotel will deliver a good value and experience. Reputation management is the practice of actively building up that trust - whether by displaying your hotel star ratings or by responding to guest reviews on sites like Tripadvisor and Google.

Though third-party channels play an important role in the hotel marketing space, let''s not forget about your own direct channels. Your hotel''s website and email communication are both excellent ways to spread brand awareness, gain loyalty, and potentially even raise your RevPAR by increasing direct bookings. What do you need to know to boost your hotel''s owned channels.

Driving your hotel website’s performance is possible when you focus on four key categories:

0 Website design 0 Conversion optimization 0 SEO (Search Engine Optimization)

0 Content marketing

b) OPPORTUNITIES AND THREATS (i) Opportunities

Dec 21 Pandemic blues over, domestic travel unleashed and with global events like India''s G20 Presidency and men''s cricket World Cup turning up the volume in 2023, the hospitality sector will check into 2024 with optimism that it will be an unending party to tap the huge opportunity in an underserved market. As the hospitality industry uncorks the champagne for the new year after having witnessed new highs in occupancy and room tariffs not just in metros but also in smaller cities and towns, it, however, is wary that issues such as long term funding accessibility, high GST rates, talent acquisition and complex business processes could spoil the party.

"In 2023, listed hotel companies reported a double-digit revenue growth enabled by domestic demand, recovery in foreign tourist arrivals, large global events, including India''s presidency of G20 and the sporting events like the cricket World Cup, among others.

A remarkable resurgence in tourism, fuelled by domestic travel and the gradual return of international visitors. The industry''s evolution post-pandemic has set the tone for any eventualities that the future may bring. This positive momentum propels us forward, painting a future brimming with opportunities."

The commencement of 2023 brought a positive shift for the tourism and hospitality sector,

marking a welcome change from the challenges of the past two years, and added that air traffic crossed new milestones in daily numbers, domestic reached 4.63 lakhs and international crossed 1 lakh passengers.

(ii) Threats

The exponential rise in prices challenges the hospitality industry two-fold. First, from a consumer perspective, where the public has less money to spend eating or drinking out, then also for their businesses'' own rising costs, which we will explore further in the following section.

After two years of pandemic-impacted trade, recent trends indicate that consumers are returning to hospitality in promising numbers. However, the recent findings show that consumer confidence remains relatively low throughout 2023, with customers seeing decreased discretionary spending and re-evaluating eating out, so the road to recovery for the hospitality industry still poses potential challenges into 2024.

The climate-crisis is at the forefront of the public''s mind and conversation.

In 2023, hospitality and travel businesses must not just be conscious of their environmental impact due to the financial implications of rising energy costs, but also of consumer expectations and behaviour too.

In Booking.com''s Sustainability Report, it was found that 83% of global travellers value sustainability as something vital. This is a growing trend in the industry and a challenge that hospitality and travel businesses will continue to face for the foreseeable future.

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,2024 amounted to '' 7,520.76 increased by '' 1,232.75 as compared to the previous year turnover of '' 6,288.01. Total expenditure for the year ended 31st March 2024 amounted to '' 6,184.46 increased by '' 1,169.38 as compared to the previous year. The profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2024,amounted to '' 1,623.17 as against the profit of ''1,522.77 over the corresponding period last year. The deferred tax for the year ended 31st March,2024 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2023-24 of '' 1,030.49 in comparison with a profit of '' 1,247.15 for FY 2022-23.

d) OUTLOOK

The year 2024 presents an exciting landscape for the hospitality industry where technology, sustainability, adaptability, experience, and well-being converge to redefine guest expectations.The hospitality industry has always been at the forefront of adapting to evolving trends and catering to customer preferences. From advanced reservation systems to personalised guest experiences, technological advancements have played a crucial role in shaping the way hotels, resorts, and other hospitality businesses provide their services. In this dynamic sector, staying ahead means understanding the trends that are defining its trajectory.

The hospitality sector in India faced several challenges due to the COVID-19 pandemic, impacting travel, accommodation, and other related services. By the latter half of 2021, the sector had witnessed signs of recovery with increased domestic travel demand.

In conclusion, the hospitality industry''s outlook for FY 2024 promises a tapestry of innovation, sustainability, culinary delights, flexible travel trends, wellneess prioritisation, personalised services through data-driven insights, AI and robotics integration, social media as an engagement catalyst, and the groundbreaking frontier of neurohospitality.

Embarking on the voyage into FY 2024, the hospitality sector stands at the precipice of innovation and transformation. The upcoming fiscal year promises a symphony of trends that will shape the very essence of guest encounters From the seamless integration of technology to a heightened commitment to sustainability and the gastronomic evolution to the changing landscape of travel preferences, these trends paint a vibrant picture of what lies ahead. Amidst these waves of change the exploration of neuro hospitality emerges as the frontier, seeking to understand and respond to guests'' emotional landscapes. As we embark on this journey into the future of hospitality, these trends weave together to create a narrative where tradition and technology harmonise to craft unparalleled guest experiences. Join us as we unravel the dynamic trends that will redefine and elevate the hospitality experience in the unfolding chapters of FY 2024.

e) RISK AND CONCERNS

The hospitality industry is a vast sector with many different categories that include recreation, lodging, entertainment, food and beverage which are constantly evolving. Due to the overwhelming amount of data available today, it has become increasingly challenging for industry players to gather all the necessary hospitality statistics to keep up with the latest trends. As a result, staying informed and up-to-date has become an impossible task.

Despite being an exhilarating career path with many avenues which demand a diverse skill-set, the hospitality industry is currently struggling to fill open positions. This is partly due to the changing nature of jobs and employee expectations. Customer needs and expectations have also evolved in recent times, largely off the back of the global pandemic of 2020 and 2021 which spurred a seismic shift in industry trends.

If 2022 was the year travel returned following the pandemic, 2023 was all about making up for lost time and ticking off bucket list items. In short, there''s a healthy outlook to the travel and tourism sector in 2024 and beyond.

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

31.03.2024

31.03.2023

% of change

Food and Beverages

3352.00

2917.01

16.32%

Rooms

3107.27

2684.28

15.76%

Banquet Halls

132.49

35.94

268.64%

Spa Collections

152.94

150.09

1.90%

Gym Collections

334.59

265.96

25.80%

Franchise

24.44

13.67

78.79%

Other Services

111.63

79.23

40.89%

Other Income

305.40

141.83

115.33%

Overall Income

7520.76

6288.01

19.6%

Occupancy(%)

76.8

74.1

2.7%

Overall Income increased by Rs. 1,232.75 from Rs. 6288.01 to Rs 7520.76.

Occupancy increased by 2.7% from 74.1% to 76.8 %.

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 practice and processes so as to enable and empower its employees.

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

• Food wastage awareness

• first aid class

• Best Attendance award

• Iftar celebration

• Tamil new year celebration

• Ganesh Chaturthi celebrations

• Onam festival

• Yoga class for staff

• Excellence leadership training

• communication class for supervisory level

• Medical camp for staff

• Diwali, Ayudha Pooja, Christmas, Navrathri, Ramar pooja Ayodhi, Pongal, are celebrated with staff

• Common Staff Birthday celebration every month

• First Aid Class through Geri Care

• Effective leadership and communication skills, Emotional intelligence, Customer care by Mariya Kouser

• International Chef day

• Medical camp - Eye check up, Diabtes, BP, ECG

• Cooking Competition

• Christmas Carol Singing - Kids Carnival

• Leadership training - Management development training MDP

• Staff children summer camp

• Pongal Traditional Games (Paarampariya Vilayattukal)

• Safety and Fire Fighting awareness programmes for staff.

• Woman''s day celebration

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 5%. 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

31.03.2024

31.03.2023

Difference

Debtors Turnover

7.08

5.58

26.97%

Inventory Turnover

47.95

39.54

21.26%

Interest Coverage Ratio

41.69

67.86

(38.57%)

Current Ratio

2.56

2.48

3.31%

Debt Equity Ratio

0.03

0.03

NIL

Operating profit Margin (%)

31.29%

36.13

(13.40%)

Net Profit Margin (%)

14.28%

20.29%

(29.62%)

Return on Networth

13.83%

19.43%

(28.82%)

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 Company''s 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 company''s 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 Company''s 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 in the first page.

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 428 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 Company''s 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 2023-24.

10. INVESTOR EDUCATION & PROTECTION FUND

During the year under review unclaimed dividend of (Interim & Final) Rs. 4,67,822/- and 19918 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 Six (6) times during the year under review and the meeting dates are on 27.05.2023, 04.08.2023, 06.11.2023, 16.01.2024, 07.02.2024 and 01.03.2024 during the financial year 2023-24.

CHANGES IN KMP’S DURING THE FINANCIAL YEAR

During the Financial Year 2023-24 the following appointment and cessation of Key Managerial Personnel has taken place

S.No.

Name of the Directors

Designation

DIN

Date of Appointment

Date of Cessation

1

Mr.A. Ravikumar Reddy

Managing Director

00145372

01/09/1994

25.11.2023 (Due to Death)

1

Mrs.A.Nina Reddy

Managing Director

00144797

16/01/2024

NA

There were no resignation of Key Managerial Personnel during the period under review except of the unfortunate demise of Managing Director Mr.A.Ravikumar Reddy on November 25, 2023.

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

CHANGES IN BOARD OF DIRECTORS

During the Financial Year 2023-24, the following appointments and Cessation of the Board has taken place:

S.No.

Name of the Directors

Designation

DIN

Date of Appointment

Date of Cessation

1

*Mr.A. Ravikumar Reddy

Managing Director

00145372

01/09/1994

25.11.2023 (Due to Death)

2

**Mrs.A.Nina Reddy

Managing Director

00144797

16/01/2024

NA

2.

Mrs.Priyamvada Allareddy

Whole Time Director

02412022

16/01/2024

NA

*Mr.A.RavikumarReddy (Managing Director) demised on 25.11.2023.

**Mrs.A.Nina Reddy designation was changed from Whole Time Director to Managing Director(KMP) w.e.f 16/01/2024.

Pursuant to the section 152 of the Companies Act, 2013, Mr.A.Chaitanya Kumar (DIN:09683865) Non Executive Director, retires by rotation and is eligible for reappointment. The Board has recommended his appointment and accordingly resolution seeking approval of the members for his re-appointment has been included in the notice of the 55th Annual General Meeting of the company along with his brief profile.

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 company''s internal financial controls were adequate and effective during the financial year 2023-24.

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 2023-24, 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,2024 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 2023-24. 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 Statutory Auditors in their Secretarial Audit report for the Financial Year 2023-24.

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 2023-24.

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. 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.

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 31-3-2024 were on arm''s 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 27.05.2023, 04.08.2023, 06.11.2023 & 07.02.2024. The said CSR Policy is available in the Company''s website.

22. NOMINATION AND REMUNERATION POLICY

The company''s 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 company''s Backbone Systems consists of Servers, VPN and Many Tools

in company''s 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 company''s 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.8,19,000 The Foreign Exchange outgo during the year in terms of actual outflows - Rs.2,26,800

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 Directors continues to be independent in character and judgement in line with the definition set out in the Code. In assessing each Director''s 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.

There were no appointment of Independent Director during the financial year 2023-24.

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 2023-24.

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 31,2024. There was no instance of one time settlement with any Bank or financial institutions.

32. ANNUAL RETURN

A copy of the Annual Return 2023-24 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, 2024.

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.


Mar 31, 2018

To the members of Savera Industries Ltd.

The Directors have pleasure in presenting the 49th Annual Report of Savera Industries Ltd (the company), along with the audited financial statements under Ind AS for the financial year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in lakhs)

2017-18

2016-17

Profit / ( Loss) before tax for the year

679.93

532.12

Less : Provision for income tax for the year (Including deferred tax liability)

166.53

218.36

Profit after tax

513.40

313.76

Profit brought forward*

2136.22

1865.52

Profit available for appropriation

2649.62

2179.28

Transferred to General Reserve Dividend and Dividend Distribution Tax

387.62

43.07

Profit carried forward to next year

2262.00

2136.22

(*Do not include Revaluation Reserve to the extent of Rs. 1334.85 lakhs & other comprehensive income of Rs. 94.32 lakhs)

OPERATING RESULTS

The revenues of the company including other income increased by Rs. 394.62 lakhs representing 5.70% over last year. The occupancy of the main unit i.e. Savera Hotel, Chennai rose to 84.4.% during the year as against 78.2% over the corresponding period last year.

As can be seen above, the profit before tax is at Rs. 679.93 lakhs as compared to Rs. 532.12 lakhs of last year, registering an increase of 27.78%.

STATE OF COMPANY’S AFFAIRS

Total expenditure for the period ended as at 31st March, 2018 amounted to Rs. 6534.41 lakhs increased by Rs. 345.71 lakhs (5.59%) as compared to the previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March, 2018 amounted to Rs. 1150.48 lakhs as against Rs. 1151.57 lakhs over the corresponding period last year. The tax expense including deferred tax for the year ended 31st March, 2018 amounted to Rs. 166.53 lakhs. The Profit after Tax for the year ended 31st March, 2018 stood at Rs. 513.40 lakhs as against profit of Rs. 313.76 lakhs. No transfer was made to General Reserve during the year under review. The company has adopted Ind-AS for the first time from the financial year 2017-18 and accordingly the financial statements for the year ended 31.03.2018 have been prepared and necessary changes have been given effect to the financial statements of the previous year 2016-17.

DIVIDEND

The Board of Directors of the Company has declared an Interim Dividend of Rs. 1.20 per equity share for the financial year ended 31.03.2018 on 14th February, 2018. Further the Board of Directors of the Company has recommended a final dividend of Rs. 1.30 per equity share for the financial year ended 31.03.2018. The total outflow towards including interim dividend will be Rs. 298.20 lakhs and the tax on dividend works out to Rs. 60.71 lakhs.

DEPOSIT FROM PUBLIC

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

FINANCIAL HIGHLIGHTS OF THE COMPANY

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

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 company’s financials disclose the assets, liabilities, income, expenses and other details. There is no subsidiary company and associate company within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors met five (5) times during the year under review and the meeting dates are provided in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013, Mrs. A. Nina Reddy, Director retires by rotation and is eligible for reappointment. The Board recommends her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the notice of the forthcoming Annual General Meeting of the company along with her brief profile.

The Key Managerial Personnel of the company presently are Mr. A. Ravikumar Reddy, Managing Director, Mr. N. S. Mohan, Company Secretary and Mr. D.V.M. Sambasiva Rao, Chief Financial Officer.

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 company’s internal financial controls were adequate and effective during the financial year 2017-18.

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 2017-18, 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, 2018 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 properly;

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.

INTERNAL CONTROL & SYSTEM

The Company has internal control and systems 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.

SECRETARIAL AUDITOR

Mr. R. Balasubramaniam, Practising Company Secretary has been appointed as the Secretarial Auditor during the year. The Secretarial Audit Report given by him shall form part of this report.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 and 142 of the Companies Act, 2013, and the rules framed thereunder, M/s. S. Venkatram & Co., LLP, Chartered Accountants, 218 T.T.K. Road, Chennai 600 018 were appointed as statutory auditors of the company for a period of 5 years to hold the office from the conclusion of the 48th Annual General Meeting of the company held on 11.08.2017 till the conclusion of the 53rd Annual General Meeting (AGM) on the remuneration as may be fixed by the Board of Directors of the company.

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.

INDEPENDENT DIRECTORS DECLARATION

Mr. A. Sudhakar Reddy, Mr. B. Ranga Reddy, and Mr. S. Sridhar Rao 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 Act. Further, there is no change in their status as independent director during the year.

STATUTORY AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors and Secretarial Auditors Report.

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

LOANS & INVESTMENTS :

The company has made an investment of Rs. 76010/- comprising 7601 equity shares of the face value of Rs. 10 each in M/s. Clarion Wind Farm Pvt. Ltd. to comply with the terms of Energy Wheeling Agreement entered into with them for the supply of electricity through Wind Mills. Further the company has invested Rs. 92,700/- comprising of 1236 equity shares of face value of Rs.1 each at the premium of Rs. 74 in the Indian Hotels Company Ltd.

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) (LODR) Regulations 2015.

Further all contracts or arrangements with related parties entered into during the financial year ended 31-3-2018 were on an arm’s length basis and in the ordinary course of business. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are furnished in Form AOC-2.

RISK MANAGEMENT

The Board takes responsibility in overseeing the risk management plan for the company. The Risk Management Policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures/solutions to mitigate the same. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

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 1 to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided therein. The company could not spend Rs. 1.27 lakhs, during the year under review and the said amount is carried forward to the financial year 2018-19 and before 31st March, 2019, the unspent amount of Rs. 1.27 lakhs shall be utilized for CSR Expenses. During the year under review the CSR Committee meeting was held on 30.5.2017, 9.8.2017, and 14.2.2018.

NOMINATION AND REMUNERATION POLICY

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

BOARD EVALUATION

Like last year the performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the company and obtained their feedback on overall Board effectiveness as well as each of the other directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After the annual independent directors meeting, the collective feedback of each of the independent directors was discussed by the Chairman of Nomination and Remuneration Committee with the Board’s Chairman covering performance of the Board as a whole, performance of the non-independent directors and the performance of the Board Chairman. While undertaking the Board evaluation, the company also follows the required principles covered under the Guidance note issued by SEBI.

Important key criteria for performance evaluation are as follows.

DIRECTORS PERFORMANCE EVALUATION

Attendance at Board or Committee Meetings Contribution at Board or Committee Meetings

Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees Structure of the Board and Board composition Establishment and delineation of responsibilities to Committees.

Effectiveness of Board processes, information and functioning.

Board culture and dynamics

Quality of relationship between Board and management.

Efficacy of communication with external stakeholders.

LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The company has listed its shares in Madras Stock Exchange Limited.(MSE) and the said MSE is not in existence as of now. Hence, the listing fees have been paid to Bombay Stock Exchange Ltd only.

CORPORATE GOVERNANCE

In terms of Regulation 34 (2) & (3) of SEBI (LODR) Regulations 2015, a report on Corporate Governance, the Auditors’ Certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

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.

The company is practicing green energy by getting 90% of the power required through the wind energy and 80% of the hot water generated through the solar thermal system. For the eco practices, the company has changed almost 90% of its lighting with LED lights reducing the 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 W.C flushing system and cooling tower water.

The company also installed organic waste convertor machine in which the organic wastes are converted in to composite manure

Hotel being a service industry, technology absorption, transfer etc., are not applicable. The company has installed Wi-Fi internet, group mobile system, wireless systems for its security for faster communication.

Earnings in convertible foreign exchange for the year amounted to Rs. 377.55 lakhs for the services rendered to Foreign Tourists (Previous year Rs. 487.04 lakhs). Expenditure in Foreign Currency is Rs. 39.44 lakhs (Previous Year Rs. 42.12 lakhs ).

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 2017-18.

a. Number of complaints received during the year - NIL

b. Number of Complaint disposed of during the year - NIL

EXTRACT OF THE ANNUAL RETURN

As Provided under section 92(3) of the Act, the extract of annual return is given in Annexure 2 in the prescribed form MGT -9 which forms part of this report.

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 3 to this report

During the year , in terms of the Union Agreement dated 1.8.2017, the company made a provision towards Earned Leave payable to those employees of the company who have completed 5 years of service for Rs. 148.18 lakhs.

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

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.

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

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

ACKNOWLEDGEMENTS

The directors would like to thank the Central Bank of India, 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

30th May, 2018 Managing Director Joint Managing Director


Mar 31, 2017

The Directors have pleasure in presenting the 48th Annual Report of Savera Industries Ltd (the company) along with the audited financial statements for the financial year ended 31st March, 2017.

FINANCIAL RESULTS (Rs. in lakhs)

2016-17

2015-16

Profit / ( Loss) before tax for the year after the

460.30

573.24

exceptional item of Rs.196.44 lakhs

Less : Provision for income tax for the year

(Including deferred tax liability)

222.61

330.15

Profit after tax

237.69

243.09

Profit brought forward

1934.04

1906.47

Profit available for appropriation

2171.73

2149.56

Transferred to General Reserve

Dividend and Dividend Distribution Tax

215.52

215.52

Profit carried forward to next year

1956.21

1934.04

OPERATING RESULTS

The income of the company rose to Rs.6867.00 lakhs from Rs.6690.98 lakhs representing 2.63% increase over last year. The occupancy of the main unit i.e. Savera Hotel, Chennai is 78.2% during the year as against 81% over the corresponding period last year.

During the year under review, the profit before tax and before exceptional item amounted to at Rs.656.74 lakhs and after an exceptional item ie. impairment loss of Rs.196.44 lakhs, but before Tax, the Profit stood at Rs.460.30 lakhs as compared to Rs.573.24 lakhs of last year, registering a decrease of 19.70%.

After the Balance Sheet date, Savera Purple situated at Bengaluru on leased lands was closed in view of losses. Accordingly, impairment loss was booked as required under the Accounting Standard.

STATE OF COMPANY’S AFFAIRS

Total expenditure for the period ended as at 31st March, 2017 worked out to Rs.6210.26 lakhs showing an increase of Rs.92.52 lakhs (1.51%) as compared to the previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March, 2017 amounted to Rs.1271.61 lakhs decreased by Rs.0.58 lakhs as compared to the corresponding period last year. The tax expense including deferred tax for the year ended 31st March, 2017 amounted to Rs.222.61 lakhs. The Profit after Tax for the year ended 31st March, 2017 stood at Rs.237.69 lakhs as against a profit of Rs.243.09 lakhs. No transfer was made to General Reserve during the year under review.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.1.50 per equity share for the financial year ended 31.03.2017. The outflow towards dividend will be Rs.178.92 lakhs and the tax on dividend works out to Rs.36.60 lakhs, totalling Rs.215.52 lakhs.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposit from public under the provisions of the Companies Act, 2013.

FINANCIAL HIGHLIGHTS OF THE COMPANY

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

FINANCIAL INFORMATION AND DETAILS OF ASSOCIATE COMPANY

The Financial Statement of the company is prepared in accordance with the Accounting Standard issued by the Institute of Chartered Accountants of India and forms part of the Annual Report. The company''s financials disclose the assets, liabilities, income, expenses and other details.

There is no subsidiary company, associate company and joint ventures within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors met five (5) times during the year under review and considered the financial results and the meeting dates are provided in the Corporate Governance Report.

During the year under review, Mr.G.Sitharaman, Independent Director and Chairman of the Audit Committee had resigned from the Directorship of the company with effect from 25.3.2017 due to his personal reasons and his other professional pre-occupations. The Board placed on record its appreciation for the professional guidance given by Sri G. Sitharaman to the Board from time to time.

Pursuant to the provisions of the Companies Act, 2013, Ms. A. Nivruti, Director retires by rotation and is eligible for reappointment. The Board recommends her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the notice of the forthcoming Annual General Meeting of the company along with her brief profile.

The Key Managerial Personnel of the company presently are Mr. A. Ravikumar Reddy, Managing Director, Mr. N. S. Mohan, Company Secretary and Mr.I.Sivakumar, Chief Financial Officer.

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 company''s internal financial controls were adequate and effective during the financial year 2016-17.

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 2016-17, 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,2017 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 properly;

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.

INTERNAL CONTROL & SYSTEM

The Company has internal control and systems 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.

SECRETARIAL AUDITOR

Mr. R. Balasubramaniam, Practicing Company Secretary has been appointed as the Secretarial Auditor during the year. The Secretarial Audit Report given by him shall form part of this report.

STATUTORY AUDITORS

Our existing Auditors M/s. D. A. Reddy & Co., who were appointed by the members at their 45th Annual General Meeting held on 22.9.2014 shall hold office upto the conclusion of the forthcoming 48th Annual General Meeting and his term gets completed on the said date. The Board placed on record their professional advices and they are not eligible for reappointment under the provisions of the Companies Act, 2013.

Further, in pursuance of the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors of the company has recommended M/s. S. Venkatram & Co., Chartered Accountants, 218, T.T.K. Road, Chennai - 600 018 for appointment as Statutory Auditors of the Company for a period of 5 years as a First Term to hold the office from the conclusion of the ensuing Annual General Meeting (48th Annual General Meeting) until the conclusion of the 53rd Annual General Meeting on the remuneration as may be fixed by the Board of Directors of the company, subject to the approval of the shareholders at the ensuing Annual General Meeting.

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.

INDEPENDENT DIRECTORS DECLARATION

Mr. A. Sudhakar Reddy, who is an independent director, has submitted a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149 of the Act.

Further, the first term of Mr.B.Ranga Reddy and Mr.S.Sridhara Rao as independent directors, shall get completed on 21.9.2017. Keeping in view their performance, the Board has recommended them for the second term for a period of 5 years from 22.09.2017 to 21.09.2022 to the members for their approval through Special Resolutions.

STATUTORY AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors and Secretarial Auditors Report.

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

LOANS & INVESTMENTS :

During the year under review, the company has disinvested 44000 equity shares of the face value of Rs.10 each in M/s. Clarion Wind Farm Pvt Ltd for Rs.4,40,000/- to comply with the terms of Energy Wheeling Agreement entered into with them for the supply of electricity through Wind Mills.

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) (LODR) Regulations 2015.

Further all contracts or arrangements with related parties entered into during the financial year ended 31-3-2017 were on an arm''s length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are furnished in Form AOC-2.

RISK MANAGEMENT

The Board takes responsibility in overseeing the risk management plan for the company. The Risk Management Policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures/solutions to mitigate the same. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

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 1 to this Report . Further details of composition of the Corporate Social Responsibility Committee and other details are provided.

NOMINATION AND REMUNERATION POLICY

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

BOARD EVALUATION

Like last year the performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the company and obtained their feedback on overall Board effectiveness as well as each of the other directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After the annual independent directors meeting, the collective feedback of each of the independent directors was discussed by the Chairman of Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole, performance of the non-independent directors and the performance of the Board Chairman.

White undertaking 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

Attendance at Board or Committee Meetings Contribution at Board or Committee Meetings

Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees

Structure of the Board and Board composition

Establishment and delineation of responsibilities to Committees.

Effectiveness of Board processes, information and functioning.

Board culture and dynamics

Quality of relationship between Board and management.

Efficacy of communication with external stakeholders.

LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited.(MSE). The listing fees have been paid to Bombay Stock Exchange Ltd only.

CORPORATE GOVERNANCE

In terms of Regulation 34 (2) & (3) of SEBI (LODR) Regulations 2015, a report on Corporate Governance, the Auditors'' Certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

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.

The company is practicing green energy methods as 3R. Reduce, Reuse and Recycle in every day operations. Through the green energy (wind energy) 90% of the power consumption is met and 90% of the hot water is generated through the solar water heater panels. The company has changed almost 95% of the lighting with LED light fittings resulting in the reductions of 85% of the electrical consumption on lighting.

The company is reusing the waste water from the sewage and sewerage water by its STP water treatment plant. Solid organic wastes are converted into manure with the organic waste convertor machine .

Hotel being a service industry, technology absorption, transfer etc., are not applicable. The company has installed Wi-Fi internet, group mobile system, wireless systems for its security for faster communication and is upgrading with the latest technology periodically.

Earnings in convertible foreign exchange for the year amounted to Rs.487.04 lakhs for the services rendered to Foreign Tourists (Previous year Rs.370.26 lakhs). Expenditure in Foreign Currency is Rs.42.12 lakhs (Previous Year Rs.44.77 lakhs).

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 2016-17.

Number of complaints received during the year - NIL

Number of Complaints disposed off - NIL

EXTRACT OF THE ANNUAL RETURN

As Provided under section 92(3) of the Act, the extract of annual return is given in Annexure 2 in the prescribed form MGT -9 which forms part of this report.

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 3 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.

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.

Issue of equity shares with differential rights as to dividend, voting or otherwise Issue of shares (including sweat equity shares) to employees of the company under any scheme.

ACKNOWLEDGEMENTS

The directors would like to thank the Central Bank of India, 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

30th May, 2017 Managing Director Joint Managing Director


Mar 31, 2016

To the members of Savera Industries Ltd,

The Directors are pleased to present the 47th Annual Report of Savera Industries Ltd (the company), and the audited financial statements for the financial year ended 31st March, 2016.

FINANCIAL RESULTS (Rs. in lakhs)

2015-16

2014-15

Profit / ( Loss) before tax for the year

573.22

396.23

Less : Provision for income tax for the year

330.15

107.00

(Including deferred tax liability)

Profit after tax

243.07

289.23

Profit brought forward

1906.49

1789.69

Profit available for appropriation

2149.56

2078.92

Transferred to General Reserve

-

-

Dividend and Dividend Distribution Tax

215.52

172.43

Profit carried forward to next year

1934.04

1906.49

OPERATING RESULTS

The revenues of the company increased by Rs.382.34 lakhs from Rs.6309.03 lakhs to Rs.6691.37 lakhs registering a growth of 6.06% as compared to last year. The occupancy of the main unit i.e. Savera Hotel, Chennai rose to 81% during the year under review as against 76% over the corresponding period last year.

As can be seen above, the profit before tax stood at Rs.573.22 lakhs as against Rs.396.23 lakhs of last year, registering an increase of 44.67%.

During the year under review, the company’s wholly owned subsidiary M/s. Elkhill Agrotech Private Limited made an application to the Registrar of Companies on 17-02-2016 for striking off the name of the company from the Register of Companies, as the said subsidiary was unable to carry on any business on account of the leased lands, on which floriculture was carried on, which were surrendered. The balance sheet of the said subsidiary was drawn up as on 31-01-2016 with no liabilities & assets. The holding company viz M/s. Savera Industries Limited written off the investments in shares of the said subsidiary company amounting to Rs.282.23 lakhs and an amount of Rs.7.05 lakhs due from the said subsidiary company. Therefore there is no consolidated financial statements for this year.

STATE OF COMPANY’S AFFAIRS

Total expenditure for the year ended 31st March, 2016 amounted to Rs.6118.15 lakhs as against Rs.5912.80 lakhs thus there is an increase of Rs.205.35 lakhs representing 3.47% over last year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended

31st March, 2016 amounted to Rs.1272.19 lakhs increased by Rs.59.68 lakhs representing 4.92% over the corresponding period last year. The tax expense including deferred tax for the year ended 31st March, 2016 amounted to Rs.330.15 lakhs. The Profit after Tax for the year ended 31st March, 2016 stood at Rs.243.07 lakhs as against a profit of Rs.289.23 lakhs. No transfer was made to the General Reserve during the year under review.

DIVIDEND

The Board of Directors of the Company has declared an Interim Dividend of Rs.1.20 per equity share for the financial year ended 31.03.2016 on 11th March, 2016. Further, the Board of Directors of the Company has recommended a final dividend of Rs.0.30 per equity share for the financial year ended 31.03.2016. Thus the total dividend for the year is Rs.1.50 per share as against Rs.1.20 last year resulting to 25% increase over last year. The total outflow towards dividend including interim dividend worked out to Rs.178.92 lakhs and the tax on dividend worked out to Rs.36.60 lakhs.

FIXED DEPOSIT

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

FINANCIAL HIGHLIGHTS OF THE COMPANY

The financial highlights of the company for last 10 years are furnished in the Annual Report in Page No. 66.

FINANCIAL INFORMATION AND DETAILS OF SUBSIDIARY

There is no associate company within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

Although the subsidiary company was closed (strike off) under the Exit Scheme from the Register of Companies, the information relating to the subsidiary company is furnished in the Annexure 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors met five (5) times during the year under review and considered the financial results and the meeting dates are provided in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013, Mr. A. Tarun Reddy, Director retires by rotation and is eligible for reappointment. The Board recommends his appointment and accordingly resolution seeking approval of the members for his appointment has been included in the notice of the forthcoming Annual General Meeting of the company along with his brief profile.

During the year under review, Mr. I.Sivakumar was appointed as the Chief Financial Officer, in the place of Mr.R.Dayakar Naidu who resigned.

The Key Managerial Personnel of the company are Mr. A. Ravikumar Reddy, Managing Director, Mr. N. S. Mohan, Company Secretary and Mr.I.Sivakumar, Chief Financial Officer.

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 company’s internal financial controls were adequate and effective during the financial year 2015-16.

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 2015-16, 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,2016 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 properly;

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.

INTERNAL CONTROL & SYSTEM

The Company has internal control and systems 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 of the Board of Directors.

SECRETARIAL AUDITOR

Mr. R. Balasubramaniam, Practising Company Secretary has been appointed as the Secretarial Auditor during the year. The Secretarial Audit Report given by him shall form part of this report.

STATUTORY AUDITORS

In accordance with statutory provisions of Section 139 the Companies Act, 2013, and the rules framed there under, the Statutory Auditors, M/s. D.A. Reddy & Co., Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the 45th Annual General Meeting of the company held on 22.09.2014 till the conclusion of the 48th Annual General Meeting (AGM) to be held in the year 2017, subject to ratification of their appointment at every AGM.

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.

INDEPENDENT DIRECTORS DECLARATION

Mr. G. Sitharaman, Mr. A. Sudhakar Reddy, Mr. B. Ranga Reddy, and Mr. S. Sridhara Rao 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 Act. Further, there is no change in their status as independent director during the year.

STATUTORY AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors and Secretarial Auditors Report.

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

LOANS & INVESTMENTS :

The company has made an investment of Rs.4,00,000/- comprising 40000 equity shares of the face value of Rs.10 each in M/s. Clarion Wind Farm Pvt Ltd to comply with the terms of Energy Wheeling Agreement entered into with them for the supply of electricity through Wind Mills.

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) (LODR) Regulations 2015.

Further all contracts or arrangements with related parties entered into during the financial year ended 31-3-2016 were on an arm’s length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are furnished in Form AOC-2.

RISK MANAGEMENT

The Board takes responsibility in overseeing the risk management plan for the company. The Risk Management Policy facilitates in identifying the risks associated with the operations of the company and in giving suitable measures/solutions to mitigate the same. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

CORPORATE SOCIAL RESPONSIBILITY.

The CSR Policy of the company and the details about the initiatives taken by the company on CSR during the year under review as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure 1 to this Report . Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION POLICY

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

BOARD EVALUATION

Like last year the performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the company and obtained their feedback on overall Board effectiveness as well as each of the other directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After the annual independent directors meeting, the collective feedback of each of the independent directors was discussed by the Chairman of Nomination and Remuneration Committee with the Board’s Chairman covering performance of the Board as a whole, performance of the non-independent directors and the performance of the Board Chairman.

Important key criteria for performance evaluation are as follows.

DIRECTORS PERFORMANCE EVALUATION

Attendance at Board or Committee Meetings Contribution at Board or Committee Meetings Guidance/support to management outside Board/Committee meetings. Performance evaluation of Board and Committees Structure of the Board and Board composition Establishment and delineation of responsibilities to Committees. Effectiveness of Board processes, information and functioning. Board culture and dynamics Quality of relationship between Board and management. Efficacy of communication with external stakeholders.

LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited.(MSE). The listing fees have been paid to Bombay Stock Exchange Ltd only. The listing fees has not been paid to Madras Stock Exchange Ltd., which is not functioning.

CORPORATE GOVERNANCE

In terms of Regulation 34 (2) & (3) of SEBI (LODR) Regulations 2015, a report on Corporate Governance, the Auditors’ Certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

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.

The company is practicing green energy by getting 90% of the power required through the wind energy and 80% of the hot water generated through the solar thermal system. For the eco practices, the company has changed almost 90% of its lighting with LED lights which reduces the power consumption by 85% thereby the heat emission energy becomes very low. Through the STP, the sewerage and sewage water is treated and the treated water is recirculated.

The company also installed organic waste converter machine in which the organic wastes are converted into composite manure.

Hotel being a service industry, technology absorption, transfer etc., are not applicable. The company has installed Wi-Fi internet, group mobile system, wireless systems for its security for faster communication.

Earnings in convertible foreign exchange for the year amounted to Rs.370.26 lakhs for the services rendered to Foreign Tourists (Previous year Rs.393.90 lakhs). Expenditure in Foreign Currency is Rs.44.77 lakhs (Previous Year Rs.133.42 lakhs ).

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 2015-16.

a. Number of complaint on sexual harassment received during the year - NIL

b. Number of complaint disposed of during the year - NIL

c. Number of case pending for more than 1 year -NIL

d. Nature of action taken by the company at the end of the year - NIL

EXTRACT OF THE ANNUAL RETURN

As Provided under section 92(3) of the Act, the extract of annual return is given in Annexure 3 in the prescribed form MGT 9 which forms part of this report.

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 4 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.

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.

Issue of equity shares with differential rights as to dividend, voting or otherwise Issue of shares (including sweat equity shares) to employees of the company under any scheme.

Neither the Managing Director nor the Joint Managing Director receive any remuneration or commission from its subsidiary.

ACKNOWLEDGMENTS

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

For and on behalf of the Board

Chennai A. Ravikumar Reddy A. Nina Reddy

2nd August, 2016 Managing Director Joint Managing Director


Mar 31, 2013

To the members,

The Directors have pleasure in presenting the 44th Annual Report of the Company, together with its audited statement of Profit and Loss for the year ended 31 st March, 2013 and the Balance Sheet as on that date.

Financial results

(Rs.in lakhs) 31.3.2013 31.3.2012

Profit/(Loss) before tax for the year 498.99 929.28

Less: Provision for Income Tax for the year 106.30 216.08

Profit After tax 392.69 713.20

Profit Brought Forward 1936.38 1460.86

Profit Available for Appropriation 2329.07 2174.06

Transferred to General Reserve 39.27 71.32

Dividend and Dividend Distribution Tax 166.36 166.36

Profit carried forward to next year 2123.44 1936.38

OPERATING RESULTS

The revenue from operations rose by 13.37% from Rs. 5074.64 lakhs XoX 5753.06 lakhs. The company maintained the occupancy ratio at 71 % as in the last year. The Income from the Rooms increased by 5.05% from Rs. 2241.48 lakhs to Rs. 2354.70 lakhs and increase in Average Room Rent by 2%, while Food and Beverages revenue increased by 14.57% from Rs.1905.91 lakhs to Rs.2183.53 lakhs. Other income increased by 31.01% from Rs. 927.25 lakhs to Rs. 1214.83 lakhs. The profit before tax stood at Rs.498.99 lakhs as compared to f 929.28 lakhs of last year, which includes an amount of ^260.74 lakhs towards sale of land and building at Coimbatore. The fall in the profit is attributed mainly on account of increase in the cost of raw materials, power & fuel , salaries and finance charges. The profit after tax stood at Rs. 392.69 lakhs as compared to Rs. 713.20 lakhs of last year.

To sustain the business and compete with the other Hotels, maintaining the quality, improving the standards and styles, changing the ambience of the guest rooms, upgrading the facilities are necessary on year on year basis. Accordingly, during the year under review, your company took up the renovation work which is in progress. Such renovation work has affected the profitability of the company.

CONSOLIDATED FINANCIAL RESULTS

The consolidated turnover of the company for the financial year ended 31.03.2013 stood at ^5844.69 lakhs as against ^5426.06 lakhs for the previous year. The Profit after Tax amounted to ^374.15 lakhs as against ^682.83 lakhs for the previous year.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of R 1.20 per equity share for the financial year ended 31.03.2013. The total outflow towards dividend will be Rs.143.14lakhs and Rs.23.22 lakhs towards tax on dividend. The dividend, if approved, in the forthcoming Annual General Meeting will be paid within 30 days thereof to the members.

SUBSIDIARY COMPANY

In terms of Accounting Standards 21 prescribed by the Institute of Chartered Accountants of India, the accounts of the subsidiaries are consolidated with the accounts of the Company and the consolidated accounts form part of this Report.

As per the general Circular No.2/2011 and notification No.51/12/2007-CL- III dated 8.02.2011 issued by the Ministry of Corporate Affairs, Govt, of India, the information in aggregate for subsidiary companies such as Capital, Reserves, etc. are furnished separately in the Annual Report. .

The annual accounts of the subsidiary companies viz., Savera Hotels & Resorts Ltd and M/s. Elkhill Agrotech Pvt. Ltd and other detailed information will be made available to the investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company as well as the respective Registered Offices of subsidiary companies.

In view of the fact that there has been no business activities in the subsidiary company, viz., Savera Hotels & Resorts Ltd, the necessary application for striking off the name of the company under section 560 of the Companies Act, 1956 through the Fast Track Exit Mode has been made. Accordingly, the name of the said subsidiary company, Savera Hotels & Resorts Limited, has been struck off the Register by the Registrar of Companies, Chennai and the company is dissolved with effect from 26th June, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, two of the Directors Mr. B. Ranga Reddy and Mr. A. Tarun Reddy retire by rotation and are eligible for re-appointment. Both the directors have expressed their willingness and offer themselves for re-appointment.

During the year under review, Mrs. A. Nina Reddy took charge as the Joint Managing Director with effect from 14th February, 2013 on the existing terms and conditions (without any additional benefit) from the position of the Executive Director (Operations).

AUDITORS

The Auditors, M/s. D.A. Reddy & Co., Chartered Accountants retire at this Annual General Meeting in accordance with the Companies Act, 1956, and are eligible for re-appointment. The company has received a letter from them stating that the appointment, if made, shall be within the prescribed limit under section 224 (1B) of the Companies Act, 1956.

FIXED DEPOSIT

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

In term of clause 49 of the Listing Agreement, a report on Corporate Governance, the Auditors'' Certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report in accordance with Clause 55 of the Listing Agreement is not a mandatory requirement for the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to''Section 217 (2AA) of the Companies Act, 1956, the Directors'' confirm the following.

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors'' 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 and of the profit of the Company for that year.

c) That the Directors 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Limited, and Madras Stock Exchange Limited. Besides, the equity shares of the company are also traded in National Stock Exchange of India Limited, Mumbai through MSE. The listing fees have been paid to Madras Stock Exchange Ltd and Bombay Stock Exchange Ltd.

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

The information required under Sec.217(1) (e) of the Companies Act 1956, read with rule 2 of the Companies (disclosure of particulars in the Report of the Board of Directors) Rules,1988 is furnished hereunder.

(a) The Company is closely following the conservation of energy and save the earth programme by following the systems. Centralized Solar Hot Water systems are put in place at the Chennai Unit. LED and CLF lighting systems are in place almost in all the units of the company. Besides, the company has centralized the LPG banking for its LPG distribution systems. Electrical consumptions and Diesel are closely monitored and controlled by constant audit and upgradation. Apart from this, the company has entered into power purchase agreement for the purchase of green power and this is helping the company to conserve electrical energy and thereby reduce the power cost.

The company is recycling the waste water and sewage water and is using the treated water for gardening, cooling tower and cleaning purposes. The company is having R.O. Plant with U.V. Filter for the safe drinking water for our staff. The company is also exploring the other possibilities like Solar Energy System.

(b) Hotel being a service industry, technology absorption, transfer etc., are not applicable.

(c) Earnings/ in convertible foreign exchange for the year amounted to 303.94 lakhs for the services rendered to Foreign Tourist (Previous year Rs. 363.85 lakhs). Expenditure in Foreign Currency is Rs.215.80 lakhs (Previous Year Rs. 479.32 lakhs).

PARTICULARS OF EMPLOYEES

No employee had drawn remuneration during 2012-13 more than the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975.

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

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank the Central Bank of India, 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

Place : Chennai A.Ravikumar Reddy

Date : 8th August, 2013 Chairman of the Board


Mar 31, 2012

The Directors have pleasure in presenting the 43rd Annual Report of the Company, together with its audited statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as on that date.

FINANCIAL RESULTS

(Rs. in lakhs) For the Year Ended 31.3.2012 31.3.2011

Profit/(Loss) before tax for the year 929.28 880.07

Less: Provision for Income Tax for the year 216.08 312.77

Profit After tax 713.20 567.30

Profit Brought Forward 1460.86 1117.20

Profit Available for Appropriation 2174.06 1684.50

Transferred to General Reserve 71.32 56.73

Dividend and Dividend Distribution Tax 166.36 166.91

Profit carried forward to next year 1936.38 1460.86

OPERATING RESULTS

The revenues of the company rose to Rs. 50.75 crs. from Rs. 46.45crs. (9.25 % increase). This is because of increase in room revenue by 9.18%, increase in occupancy rate to 71% from 70%, increase in Food & Beverages Income by 4.53% and increase in Average Room Rent by 2.60%

As can be seen above, the profit before tax is at Rs. 9.30 crs compared to Rs. 8.80 crs of last year, thus registering a marginal increase in profit of 5.6%.

During the year, the renovation work at Chennai unit was taken up and it is in progress. Such renovation work has affected the turnover of Chennai unit during the year under review and likely to do so in the next fiscal also. Besides, the company's other units at Bengaluru, and Hyderabad are in gestation period, which also affected the turnover.

CONSOLIDATED FINANCIAL RESULTS

The consolidated turnover of the company for the financial year ended 31.03.2012 stood at Rs. 54.26 crs as against Rs. 47.65 crs for the previous year. The Profit after Tax amounted to Rs. 6.82 crs as against Rs. 5.81 crs for the previous year.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs. 1.20 per equity share for the financial year ended 31.3.2012. The total outflow towards dividend will be Rs. 143.14 lakhs and the tax on dividend works out to Rs. 23.22 lakhs which will be absorbed by the company.

SUBSIDIARY COMPANY

In terms of Accounting Standards 21 prescribed by the Institute of Chartered Accountants of India, the accounts of the subsidiaries are consolidated with the accounts of the Company and the consolidated accounts form part of this Report.

As per the general Circular No.2/2011 and notification No.51/12/2007-CL-III dated 8.02.2011 issued by the Ministry of Corporate Affairs, Govt. of India, the information in aggregate for subsidiaries companies such as Capital, Reserves, etc. are furnished separately in the Annual Report. .

The annual accounts of the subsidiaries companies viz., M/s. Elkhill Agrotech Pvt Ltd and M/s. Savera Hotels & Resorts Ltd. and other detailed information will be made available to the investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be available for inspection at the Registered Office of the Company as well as the respective Registered Offices of Subsidiary Companies.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, two of the Directors Mr. S. Rajaratnam and Mr. A. Sudhakar Reddy retire by rotation and are eligible for re-appointment. Both the directors have expressed their willingness and offer themselves for re-appointment.

AUDITORS

The Auditors, M/s. D.A. Reddy & Co., Chartered Accountants retire at this Annual General Meeting in accordance with the Companies Act, 1956, and are eligible for re-appointment. The company has received a letter from them stating that the appointment, if made, shall be within the prescribed limit under section 224 (1B) of the Companies Act, 1956. .

FIXED DEPOSIT

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

In term of clause 49 of the Listing Agreement, a report on Corporate Governance, the Auditors' Certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant Section 217 (2AA) of the Companies Act, 1956, the Directors' confirm the following.

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors' 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 and of the profit of the Company for that year.

c) That the Directors 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Limited, and Madras Stock Exchange Limited. Besides, the equity shares of the company are also traded in National Stock Exchange of India Limited, Mumbai through MSE. The listing fees have been paid to Madras Stock Exchange Ltd and Bombay Stock Exchange Ltd..

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

The information required under Sec.217(1) (e) of the Companies Act 1956, read with rule 2 of the Companies (disclosure of particulars in the Report of the Board of Directors) Rules,1988 is furnished hereunder.

(a) Your Company is closely following the conservation of energy and save the earth programme by following the systems. Centralized Solar Hot Water systems are put in place at the Chennai Unit. LED and CLF lighting systems are in place almost in all the units of the company. Further, the company has centralized the LPG banking for its LPG distribution systems. Electrical consumptions and Diesel are closely monitored and controlled by constant audit and upgradation. Apart from this, the company has entered into power purchase agreement for purchase of green power and this is helping the company to conserve electrical energy and thereby reduce the power cost.

(b) Hotel being a service industry, technology absorption, transfer etc., are not applicable. The company has installed Wi-Fi internet, group mobile system, wireless systems for its security for faster communication.

(c) Earnings in convertible foreign exchange for the year amounted to Rs. 363.85 lakhs for the services rendered to Foreign Tourist (Previous year Rs. 347.52 lakhs). Expenditure in Foreign Currency is Rs. 479.32 lakhs (Previous Year Rs. 20.99 lakhs).

PARTICULARS OF EMPLOYEES

No employee had drawn remuneration during 2011-12 more than the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975.

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

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank the Central Bank of India, 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

A.Ravikumar Reddy Managing Director

Place : Chennai Date : 6th August, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 42nd Annual Report of the Company, together with the ; Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in thousands)

FOR THE YEAR ENDED

31.3.2011 31.3.2010

Profit/(Loss) before tax for the year 8,80,08 4,99,04

Less: Provision for Income Tax for the year 3,12,76 1,91,55

Profit After tax 5,67,32 3,07,49



Profit Brought Forward 11,17,20 9,00,85

Profit Available for Appropriation 16,84,52 12,08,34

Transferred to General Reserve 56,73 7,68

Dividend and Dividend Distribution Tax 1,66,91 83,46

Profit carried forward to next year 14,60,88 11,17,20

REVIEW OF FINANCIAL PERFORMANCE

The company recorded 36% increase in turnover at Rs.4,728.56 lakhs during the year ended March 31, 2011, as compared to the revenue of Rs.3,485.61 lakhs earned during the previous year. This is because of increase in Room revenue by 46%, increase in occupancy rate to 70% from 47%, increase in Food & Beverages Income by 26%, despite the marginal decrease in the Average Room Rent by 2.50%. Profit before tax amounted to Rs.880.07 lakhs as against Rs.499.05 lakhs of the previous year resulting in an increase of 76%.

During the year under review, the company has started a hotel on the leased premises at Marathahalli, Bengaluru under the name of Lotus Park, and the marketing efforts are on to achieve the desired results.

CONSOLIDATED FINANCIAL RESULTS

The consolidated turnover of the company for the financial year ended 31.03.2011 stood at Rs.4,803.66 lakhs as against Rs.3,524.59 lakhs recorded during the previous year. The Profit after Tax amounted to Rs.580.51 lakhs as against Rs.254.37 lakhs recorded during the previous year.

BONUS SHARES

During the year under review, your company has capitalized the reserves by issuing Bonus Shares in the ratio of 1 : 1 to the members. After the bonus issue, the total paid up capital stood at Rs.11,92,80,000 consisting of 11928000 equity shares of face value of Rs.10/-each.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.1.20 per equity share for the financial year ended 31.3.2011. The total outflow towards dividend will be Rs. 143.14 lakhs and the tax on dividend works out to Rs. 23.77 lakhs which will be absorbed by the company.

SUBSIDIARY COMPANY

In terms of Accounting Standards 21 prescribed by the Institute of Chartered Accountants of India, the accounts of the subsidiaries are consolidated with the accounts of the Company and the consolidated accounts form part of this Report.

As per the general Circular No.2/2011 and notification No.51/12/2007-CL-lll dated 8.02.2011 issued by the Ministry of Corporate Affairs, Govt, of India, the information in aggregate for subsidiaries companies such as Capital, Reserves, etc. are furnished separately in the Annual Report. The annual accounts of the subsidiaries companies viz., M/s. Elkhill Agrotech Pvt Ltd and M/s. Savera Hotels & Resorts Ltd. and other detailed information will be made available to the investors seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be available for inspection at the Registered office of the Company as well as the respective Registered offices of Subsidiary Companies.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company, two of your Directors Mr. G.Sitharaman and Mrs. A.Nina Reddy retire by rotation and are eligible for re- appointment. Both the directors have expressed their willingness and offer themselves for re-appointment. AUDITORS

The Auditors, M/s. D.A. Reddy & Co., Chartered Accountants retire at this Annual General Meeting in accordance with the Companies Act, 1956, and are eligible for re-appointment. The company has received a letter from them stating that the appointment, if made, will be within the prescribed limit under section 224 (1B) of the Companies Act, 1956. The Audit Committee and Board recommends reappointment of M/s. D.A.Reddy & Co., Chartered Accountants, Chennai as Auditors of the Company.

FIXED DEPOSIT

The Company has not accepted any fixed deposits under Section 58A of the Companies Act 1956.

CORPORATE GOVERNANCE

In term of clause 49 of the Listing Agreement, a report on Corporate Governance and the Auditor's Certificate on the compliance of Corporate Governance form part of the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant Section 217 (2AA) of the Companies Act, 1956, your Directors' confirm the following.

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable '. accounting standards have been followed along with proper explanation relating to material i departures.

b) That the Directors' 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 and of the profit of the Company for that year.

c) That the Directors 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, and Madras Stock Exchange Limited. Besides, the equity shares of your company are also traded in National Stock Exchange of India Limited through MSE. The listing fees have been paid to the Madras Stock Exchange Ltd and Bombay Stock Exchange Ltd..

RECONCILIATION OF SHARE CAPITAL AUDIT

In terms of the Circular No. CIR/MRD/DP/ 30 /2010 dated 6.09.2010 issued by the SEBI, the reconciliation of share capital held in depositories and in physical form with the issued /listed capital of the company was carried out by Sri. R.Balasubramaniam, Practising Company Secretary for every quarter of the financial year 2010-11. The reconciliation of share capital audit report was placed before the Board and submitted to the stock exchanges where the company's shares are listed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Sec.217(1) (e) of the Companies Act 1956, read with rule 2 of the Companies (disclosure of particulars in the Report of Board Directors) Rules 1988 is furnished hereunder.

a) Constant efforts are being made to optimize the consumption of Electricity, Diesel, Petrol and Cooking Gas etc. Energy Audits are conducted periodically at different centres of the Hotel and the suggestions are being implemented on an ongoing process. In this respect, the company started using LED lights that consumes less energy and eco-friendly.

b) Hotel being a service industry, technology absorption, transfer etc. are not applicable. Your company J strives for updating the technology adopted by other companies in the Industry throughout the world and adopts the same in its operations for regular customer satisfaction.

This includes upgrading of technology in House Keeping, Kitchen Equipments, Online Reservations, Air Conditioning, Audio & Visual Display Systems, Security Systems like Metal Frame Detector, Hand Detector, Closed Circuit Cameras etc., Sewage Treatment Plant Latest Technology), Wi-Fi Internet, Networking, Hotel Software, Hoardings, LED Lighting, Closed User Group Mobile Systems to staff for faster response in attending to various activities of the company, if any.

c) The company has gone one step ahead and launched Eco Green practice by Reduce, Reuse and Recycle. For reduce, the company is closely monitoring and controlling the wastages. For reuse, all the unwanted or extra items are put in a Red Band area and the items will be taken back by any other department which requires the same. Through this, most of the items are in reuse. For recycle, Sewage Treatment Plant (STP) treated water is used for the company's garden.

d) Earnings in convertible foreign exchange for the year amounted to Rs. 347.52 lakhs for the services rendered to Foreign Tourist (Previous year Rs.246.01 lakhs). Expenditure in Foreign Currency is Rs. .99 lakhs (Previous year Rs.18 lakhs).

e) Necessary steps are taken to upgrade the guest rooms, restaurants, banquet halls of the hotel to attract more customers.

INFORMATION ON EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

No employee had drawn remuneration during 2010-11 more than the amount prescribed under Section 217(2A) of the companies Act, 1956, read with Companies (particulars of employees) Rules, 1975.

RELATIONSHIP WITH THE EMPLOYEES

Industrial Relations with employees are cordial. The company is providing opportunities to its employees for continuous learning and development to keep pace with challenges taking place in the hospitality industry. Many training programmes were conducted to develop the personality and outlook of the employees. The company has, through its internal sources undertaken employees' satisfaction survey to get the feedback from the employees and to see that their morale and motivation are improved. Highly engaged, talented and innovative people are leading the business excellence. The wage settlement agreements are entered into with the employees union at periodical intervals.

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

The Directors express their gratitude to Central Bank of India, and other financial institutions for extending their financial support. They further express their gratitude to the Central Government, State Government and other stakeholders for their patronage, guidance and support.

For and on behalf of the Board



A. Ravikumar Reddy Managing Director

Chennai 4.08.2011


Mar 31, 2010

The Directors have pleasure to present the 41st Annual Report of the Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs in Thousands)

For the Year Ended Particulars

31st March 2010 31st March 2009

Profit before tax for the year 4,99,05 3,34,72

Less: Provision for Income Tax for the year 1,91,56 2,43,45

Profit After tax 3,07,49 91,27

Profit Brought Forward 9,00,85 8,79,36

Profit available for Appropriation 12,08,34 9,70,63

Transferred to General Reserve 7,69 -

Dividend and Dividend Tax 83,45 69,78

Profit carried forward to Next year 11,17,20 9,00,85

COMPANY PERFORMANCE

The total income for the year ended March 31,2010 from operations is Rs. 3486 Lakhs; (Previous year Rs. 3939 Lakhs) which is lower than that of the previous year by 11.52 %.

The above reduction indicates the recessional trends in the economy that has affected the flow of tourists and reduction in the travel by Corporates in India.

Though the companys performance during the year was lower than the previous year, the profitability has considerably increased due to strict cost control measures and closure of Loss making Units.

INDUSTRY SCENARIO, RISK FACTORS AND FUTURE OUTLOOK

With the Global economic machinery almost stuttering to a halt during the year 2009-10; the corporate world was engaged in cost cutting via drastic cutbacks on non-essential expenses. The resultant drop in corporate travel, coupled with the travel advisories following the terror attacks and recession and threat of H1N1 Flu led to an adverse effect on the industrys performance.

The slowdown in the tourism sector has had a cascading effect in the hospitality industry with a decrease in the occupancy and Average Room Rates. To combat the drop in revenue due to the global events, stringent cost control measures with no compromise in quality were implemented.

With demand having shrunk, hotels started competing aggressively to capture more business and lure back their old loyalists, who had shifted to lower category hotels because

of the sharp rise in Average Room Rates in the previous few years. At the same time, reservations lead times had diminished considerably and were severely impacting room inventory management.

When compared to the previous year, the current year (2010-11) performance has improved considerably and the economy seems picking up and the result is improving in occupancy rates and increase in the Average Room Rates. This is a positive sign and we hope the economy will improve during the current financial year. Constant efforts are made to upgrade the Hotel to attract the Foreign Tourists.

DIVIDEND

In recognition of the fact that economy is recovering and that tourism growth is expected to continue, your Directors are pleased to recommend a dividend of 12% (Rs.1.20 Ps. per Equity Share) for the year ended March 31, 2010.

SUBSIDIARY COMPANIES

Your Company has obtained an exemption from Ministry of Corporate Affairs from publication of the accounts of its subsidiaries under the provisions of Section 212 of the Companies Act, 1956. The accounts of the subsidiaries are not separately included in the Annual Report. However the consolidated financial statement of its subsidiaries, in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors form a part of this Annual Report and is reflected in the consolidated accounts.

The Financial statements of the subsidiary companies and other detailed information will be made to the investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company as well as the respective Registered Offices of Subsidiary Companies.

DIRECTORS

In accordance with the Companies Act, 1956, and the Articles of Association of the Company; three of your Directors viz., Sri M. Chakravarthy, Ms. A. Nivruti Reddy and Sri B. Ranga Reddy retire by rotation and are eligible for re-appointment. The retiring directors being eligible offered themselves for reappointment as Directors in the Company.

AUDITORS

The Auditors M/s. D.A. Reddy & Co., Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting and offered themselves for reappointment.

The Members are requested to reappoint at this Annual General Meeting to the hold the office from the conclusion of ensuing Annual General Meeting to the conclusion of the next Annual General Meeting and authorise the Board of Directors to fix their remuneration.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operating Management, hereby confirms 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) it has in the selection of accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the Company for that period.

c) it has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records; and

d) it had prepared the annual accounts on a going concern basis.

LISTING

The ordinary shares of your Company are listed on the Bombay Stock Exchange Limited, Madras Stock Exchange Limited and National Stock Exchange of India Limited through Madras Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Sec. 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board Directors) Rules 1988 is furnished hereunder:

a) Constant efforts are being made to optimise the consumption of Electricity, Diesel, Petrol and Cooking Gas etc. Energy Audits are conducted periodically at different centres of the Hotel and the suggestions are being implemented as a continuous process. The company has started concentrating on the Carbon Credits in energy consumption. In this respect, the company started using LED Lights that consumes less energy and eco - friendly.

b) Hotel being a service industry, technology absorption, transfer etc. is not applicable. Your company strives for updating of the technology adopted by other companies in the Industry throughout the world and adopts the same in its operations for regular customer satisfaction. This includes upgrading of technology in House Keeping, Kitchen Equipments, Online Reservations, Air Conditioning, Audio & Visual Display Systems, Security Systems like Metal Frame Detector, Hand Detector, Closed Circuit Cameras etc., Sewage Treatment Plant (Latest Technology), Wi-Fi Internet, Networking, Hotel Software, Hoardings, LED Lighting, Closed User Group Mobile Systems to staff for faster response to attending to complaints from Guests.

c) Earnings in convertible Foreign Exchange for the year amounted to Rs.2,46,01 Thousands (Previous year Rs.2,11,49 Thousands) for the services rendered to Foreign Tourists. Expenditure in Foreign Currency is Rs.45,18 Thousands (Previous year 31,95 Thousands).

d) Constant efforts are made to upgrade the hotel to attract foreign customers.

INFORMATION ON EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956.

The particulars of employees, who were in receipt of a remuneration of Rs.24 Lakhs or more per annum; if employed throughout the year or Rs.2 Lakhs or more if employed for any part of the year is Nil.

RELATIONSHIP WITH EMPLOYEES

The Directors express their appreciation for the contribution made by the employees to the significant improvements in the operations of the company and for the support received from all other stakeholders, including shareholders, customers, suppliers and business partners. Your Directors also wish to place their appreciation for the support given by the Savera Hotel Employees Union during the year under review.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their gratitude to Central Bank of India, State Bank of Hyderabad, Indian Overseas Bank, South Indian Bank Ltd., and State Bank of Mysore for extending their financial support by way of Loans. They further express their gratitude to the State Governments and Central Government of India for their guidance and support.

For and on behalf of the Board

Place: Chennai A. Ravikumar Reddy A. Nina Reddy

Date: 28. 06.2010 Managing Director Executive Director (Operations)

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