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Savera Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 139.56 Cr. P/BV 1.98 Book Value (Rs.) 59.23
52 Week High/Low (Rs.) 164/53 FV/ML 10/1 P/E(X) 11.19
Bookclosure 15/09/2023 EPS (Rs.) 10.46 Div Yield (%) 2.56
Year End :2018-03 

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


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