Apollo Sindoori Hotels Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

The Directors are pleased to present the Twenty-Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March 2023.

1. Corporate Overview:

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

2. Operations / State of the Company’s Affairs:

Your Company’s revenue from operations has increased from Rs.203 Crores as in the previous Financial Year (FY) 2021-22 to Rs. 268 Crores in FY 2022-23. This growth in such challenging circumstances is a testimony to the robustness of your Company’s business strategy and innovative service offerings that helped us capture new markets.

EBITDA for the FY 2022-23 stood at Rs.23.79 Crores compared to Rs.16.58 Crores for FY 2021-22 and PBT (Profit Before Tax) for FY 2022-23 is Rs.16.56 crores against Rs.12.79 Crores for FY 2021-22.

Financial overview:

(i) Standalone Financials			(Rs. in Lakhs)
	Particulars	For the period 01.04.22 to 31.03.23	For the period 01.04.21 to 31.03.22
	INCOME:
I	Revenue from operations (I)	25,849.08	19,939.19
II	Other Income (II)	994.25	341.05
III	Total Income ( I II )	26843.33	20280.24
IV	EXPENDITURE:
	Consumption of Provisions & Stores	11,321.67	7,464.80
	Employee benefit expense	11,603.20	9,925.82
	Finance Cost	405.38	109.15
	Depreciation and amortization expense	317.59	269.70
	Other expenses	1,539.06	1,232.06
	Total Expenses (IV)	25186.90	19001.53
V	Profit before exceptional and extraordinary items and tax (III - IV)	1656.45	1278.71
VI	Exceptional Items	-	-
VII	Profit before extraordinary items and tax	1656.45	1278.71
VIII	Extraordinary Items	-	-
IX	Profit before tax	1656.45	1278.71
X	Tax expense:
	(1) (a) Current tax	400.00	249.94
	(b) Previous year tax	109.16	-
	(2) Deferred tax	(45.37)	4.78
XI	Net Profit(Loss) for the period (IX - X)	1192.66	1023.99

XII	Other Comprehensive Income
	(i) Items that will not be reclassified to profit or loss
	Remeasurement of Defined Benefit Obligation (net of tax)	30.88	49.42
	(ii) Items that will be reclassified to profit or loss	-	-
XIII	Total Comprehensive Income for the period (XI XII)	1223.54	1073.41
XIV	Earning per equity share:
	Weighted average no. of shares outstanding during the period	2,600,400	2,600,400
	Nominal Value per Equity Share	5	5
	Earnings per share before extra-ordinary item
	- Basic & Diluted EPS	45.86	39.38
	Earnings per share after extra-ordinary item
	- Basic & Diluted EPS	45.86	39.38

(ii) Consolidated Financials			(Rs. in Lakhs)
	Particulars	For the period 01.04.22 to 31.03.23	For the period 01.04.21 to 31.03.22
	INCOME:
I	Revenue from operations	36,700.33	20,793.56
II	Other Income	920.39	277.08
III	Total Income	37620.72	21,070.64
IV	EXPENDITURE:
	Consumption of Provisions & Stores	13933.22	7,898.94
	Employee benefit expense	17782.10	10,248.94
	Finance Cost	579.94	239.94
	Depreciation and amortization expense	592.41	486.06
	Other expenses	3345.49	1,481.69
	Total Expenses (IV)	36233.16	20355.57
V	Profit before exceptional and extraordinary items and tax	1387.56	715.07
VI	Share of profits of joint ventures	212.93	1046.81
VII	Exceptional Items	892.21	-
VIII	Profit before extraordinary items and tax	2492.70	1761.88
IX	Extraordinary Items	-	-
X	Profit before tax (VIII - IX)	2492.70	1761.88
XI	Tax expense:
	(1) (a) Current tax	619.14	249.94
	(b) Previous year tax	159.31	-
	(2) Deferred tax	22.75	31.37

XI	Net Profit(Loss) for the period (X - XI)	1691.50	1480.57
XII	Other Comprehensive Income
A	(i) Items that will not be reclassified to profit or loss
	Remeasurement of Defined Benefit Obligation (net of tax)	112.99	-1.39
B	(ii) Items that will be reclassified to profit or loss	-	-
XIII	Total Comprehensive Income for the period (XI XII)	1804.49	1479.18
XIV	Earning per equity share:
	Weighted average no. of shares outstanding during the period	2,600,400	2,600,400
	Nominal Value per Equity Share	5	5
	Earnings per share before extra-ordinary item
	- Basic & Diluted EPS	65.05	56.94
	Earnings per share after extra-ordinary item
	- Basic & Diluted EPS	65.05	56.94

3. Change in nature of business:

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

4. Dividend:

The operations of the Company during the period under review, have improved compared to last year. Considering the same, your Directors recommend a final dividend of Rs. 1.50/- (One Rupee and Fifty Paisa Only) for the FY 2022-23, i.e., 30% of the face value of Rs. 5 per share. Same is subject to approval of the members at the ensuing Annual General Meeting.

5. Transfer to Reserves:

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

6. Deposits:

Your Company has neither accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. As such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

7. Listing:

Your Company is listed on National Stock Exchange of India Limited (NSE), Mumbai with the symbol APOLSINHOT.

8. Share Capital:

The paid-up equity share capital as on March 31,2023 is Rs. 1,30,02,000/- divided into 26,00,400 equity shares of Rs. 5/- each. During the year under review, your Company has not issued any shares including equity shares with differential rights or sweat equity. Further, Company has no outstanding preference shares or debentures and has not made any redemption of these.

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

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

10. Material Changes and Commitment affecting financial position:

There are no material changes and commitments affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March 2023 and till the date of this Directors’ Report.

11. Corporate Social Responsibility Report:

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approximately Rs. 23,77,228/- approved CSR projects during the period under review.

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

12. Subsidiaries:

Your Company had a joint venture, namely, Faber Sindoori Management Services Private Limited. The joint venture has been entered based on MOU dated July 14, 2006 with Faber Medi-Serve SDN BHD (“FMS”) whereby FMS and Apollo Sindoori Hotels have agreed to form a joint venture company in Chennai for the purpose of setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information). Accordingly, the joint venture company Faber Sindoori Management Services Private Limited has been incorporated on 27th August 2007 with FMS holding 51% and Apollo Sindoori Hotels holding 49%. Your Company acquired the controlling stake of 51% equity shares of Faber Sindoori Management Services Private Limited held by Malaysian company-Faber Facilities SDN BHD, thus becoming a wholly owned subsidiary w.e.f 17.11.2022. The financials of Faber Sindoori Management Services Private Limited has been consolidated in consolidated accounts of the Company w.e.f 17.11.2022.

Your company has another subsidiary, Olive & Twist Hospitality Private Limited. The subsidiary has been established with a view to carry on elite outdoor catering, convention centers, resto bars & restuarants & event management. The subsidiary has completed its fourth full year of the operations and its financials for the financial year ended 31^st March 2023 has been consolidated in consolidated accounts of the Company. Details of both the subsidiaries are also provided in AOC-1 under Annexure- B.

During the year under review, the Company monitors performance of subsidiary companies and took note of the following:

a) Pursuant to Regulation - 16(1)(c) of SEBI (LODR) Regulations, 2015, the income of Olive & Twist Hospitality Private Limited, has exceeded the limit of 10% of Consolidated Income of the listed entity and the subsidiaries and hence the company has become a material unlisted subsidiary. Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of material unlisted subsidiary- Olive & Twist Hospitality Private Limited is attached with the Annual Report as Annexure I.

b) Pursuant to Regulation - 24(1) of SEBI (LODR) Regulations, 2015, the Income/networth of Faber Sindoori Management Services Private Limited has exceeded the limit of 20% of Consolidated Income/Net worth of the listed entity and the subsidiaries and hence the company has become a material unlisted subsidiary. As per the requirement of the said Regulation, Mr. Suresh Madhok, Independent Director of the Company has been appointed in the Board of Faber Sindoori Management Services Private Limited in compliance with Regulation - 24(1) of SEBI (LODR) Regulations, 2015.

Further, the Secretarial Audit for Faber Sindoori Management Services Private Limited will become applicable from the Financial Year 23-24 and the same will be annexed with the Annual Report of your Company for FY 2023-24.

13. Consolidation of Accounts:

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

14. Contracts or Arrangement with Related Parties:

In line with the requirements of the Act and in accordance with the Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions (‘RPTs’) which is available on the website of the Company at

https://www.apollosindoori.com/wp-content/uploads/2023/05/policv-on-dealing-with-related-partv-transactions.pdf.

All contracts or arrangements or transactions pursuant to such contract or arrangement with related party during the financial year are in the ordinary course of business and on an arm’s length basis and are on similar terms and conditions as applicable to non-related parties. All the related party transactions are pre-approved by the Audit Committee.

Wherever required, Company also obtains the approval of members in compliance to the Companies Act, 2013 and/ or SEBI (LODR) Regulations, 2015. Disclosure as required in Form AOC-2 has been provided as Annexure- C to this Directors Report.

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

The Company is again seeking approval of members for material related party transactions in terms of Regulation 23(4) of SEBI (LODR) Regulations, 2015. The agreement of the Company with Apollo Hospital Enterprises Limited (AHEL) is in ordinary course of business and at arm’s length price and in the best interest of company.

15. Annual Return web link:

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company in Form MGT - 7 for the financial year ended on as on March 31,2023 will be available on the Company’s website at https://www.apollosindoori.com/annual-return/. The Annual Return will be electronically submitted to the Registrar of Companies (ROC) within the timelines prescribed under the Act.

16. Composition of Board:

The Board of the Company comprises of optimum combination of Executive, Non-Executive and Independent Directors. Your Board as on date of this report has two executive directors, three non-executive directors and three independent directors. No change took place in the board composition during the period under review. Mr. C Natarajan, Whole-time Director and CEO of the Company has been reappointed at the last Annual General Meeting for a period of six months w.e.f 30^th May, 2023

The composition of the Board is as below:

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

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

The Board of Directors met eight (8) times during the financial year 2022-23 on 28^th May, 2022; 16^th June, 2022; 29^th July, 2022; 12^th August, 2022; 12^th September, 2022; 05^th October, 2022; 11^th November, 2022 and 13^th February, 2023.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015

Details of attendance of Directors at the Board Meetings held during the financial year 2022-23 and the last Annual General Meeting (AGM) held on 29^th September 2022 is as below:

Name of the Director	Attendance at Board Meeting		Attendance at AGM
	Held	Attended	Dated 29th September 2022
Mrs. Sucharitha Reddy	8	3	No
Mr. C. Natarajan	8	8	Yes
Mr. Vijayakumar Reddy	8	1	No
Mrs. Suneeta Reddy	8	1	No
Mrs. Sindoori Reddy	8	8	Yes
Mr. G. Venkatraman	8	8	Yes
Mr. George Eapen	8	8	Yes
Mr. Suresh Raj Madhok	8	8	Yes

18. Committees of Board:

Your Board has constituted four Committees in compliance to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Board also ensures separate meeting of Independent Directors without the presence of non-independent directors in compliance to the above provisions.

During the financial year 2022-23, following meetings of Committees were held:

(i) Audit Committee met five times on 28^th May, 2022; 29^th July, 2022; 12^th August, 2022; 11^th November, 2022 and 13^th February, 2023

(ii) Nomination & Remuneration Committee met once on 12^th August, 2022

(iii) Stakeholders Relationship Committee met once on 13^th February, 2023

(iv) Corporate Social Responsibility Committee met once on 13^th February, 2023

(v) Separate meeting of Independent Directors was held on 13^th February, 2023

Details of attendance of Directors at the Committee Meetings held during the financial year 2022-23 is as below:

Name of the Directors	Attendance at Committee Meeting		Attendance at Independent Directors
	Held	Attended	Meeting
Mrs. Sindoori Reddy	2	2	-
Mr. G. Venkatraman	7	7	Yes
Mr. George Eapen	8	8	Yes
Mr. Suresh Raj Madhok	7	7	Yes

19. Audit Committee:

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

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

20. Nomination & Remuneration Committee:

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

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

21. Stakeholders Relationship Committee:

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

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

22. Corporate Social Responsibility Committee:

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

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

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo(i) Conservation of Energy:

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

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

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

(ii) Technical Absorption:

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

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

(iii) Foreign Exchange Earnings and outgo:

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

Particulars	March 31, 2023 (Rs.)	March 31,2022 (Rs.)
Outgo	4,10,388	16,54,153
Earned	----	—

24. Insurance:

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

25. Auditors:(i) Statutory Auditors:

M/s. P. Chandrasekhar LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company by the members at the 24^th Annual General Meeting held on 29^th September, 2022 for a period of 5 (five) consecutive years to hold office until the conclusion of 29^th Annual General Meeting.

(ii) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company had appointed M/s. SRSV & Associates, Chartered Accountant as Internal Auditors to undertake the Internal Audit of the Company for the FY 2022-23.

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed BGSMISHRA & Associates, Company Secretaries LLP as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report is attached forming part of the report.

(iv) Cost Auditor:

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

26. Internal Control Systems and their Adequacy:

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

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

27. Directors’ Responsibility Statement:

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

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 31^st March 2023 and of the profit and loss of the Company for that period;

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultant(s) and the reviews made by the Management and the relevant Committees, including the Audit Committee, Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during the financial year 2022-23.

28. Directors Appointment / Re-appointment:

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

Further, Company is seeking approval for re- appointment of Dr. C. Natarajan as Whole Time Director and Chief Executive officer (WTD & CEO) at this Annual General Meeting (AGM) for a period of six (6) months from 30^th November, 2023. The Company is seeking approval of shareholders by way of special resolution as per the provisions of Section 196 read with Schedule V of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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

29. Independent Directors:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok and Mr. Puthen Veetil George Eapen are Independent Directors (IDs) on Board of the Company and have been appointed for a period of five years from 25^th July 2019 to hold office till the conclusion of 26^th Annual General Meeting of the Company. They have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, which has been duly appraised and noted by the Board.

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

Weblink of familiarization programme undertaken for IDs as available on website is https://www.apollosindoori.com/ wp-content/uploads/2023/05/independent-directors.pdf

30. Changes in Key Managerial Personnel:

During the year under review, there were no changes in the Directors and Key Managerial Personnel of the Company. Mrs. Sucharitha Reddy, Managing Director; Mr. C. Natarajan, Whole Time Director and Chief Executive Officer; Mr. Meyyappan Subramanian, Chief Financial Officer and Ms. Surabhi Pasari, Company Secretary & Compliance Officer remain to be the Key Managerial Personnel of the Company.

31. Particulars of Loans, Guarantees or Investments:

Company has made investments in Faber Sindoori Management Services Pvt. Ltd. and Olive & Twist Hospitality Private Limited, details of which is available in the Form AOC - 1 provided in Annexure B. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements and may be treated as forming part of the Directors Report.

32. Vigil Mechanism / Whistle Blower Policy:

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

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

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

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company and is available at the website at weblink https://www.apollosindoori.com/wp-content/uploads/2023/05/vigil-mechanism Whistle-Blower-policy.pdf

33. Policy on Director’s appointment and remuneration:

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178

of the Companies, Act, 2013 is available at the website at weblink https://www.apollosindoori.com/wp-content/ uploads/2023/04/Nomination-and-Remuneration-Policy.pdf

34. Board Evaluation:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) & 25 of the SEBI (LODR) Regulations, 2015, the annual evaluation process for the performance of the Board, its committees and individual directors are carried out internally. Each Board member submitted a detailed evaluation form on the functioning and overall level of engagement of the Board and its Committees on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgment, decision making, management actions etc.

One-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual directors was reviewed on parameters such as contribution, attendance, decision making, inter-personal relationship, actions oriented, external knowledge, etc. The directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. The independent directors met on 13^th February 2023 to review the performance evaluation of non-independent directors, Board including the Chairman, while considering the views of the Executive and Non-Executive Directors. The independent directors were satisfied with the overall functioning of the Board, its various Committees and other non-executive and executive directors. The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its Committees with the company and its management.

35. Compliance to Secretarial Standards:

The company has complied with the Secretarial Standards SS-1 and SS-2 on Board Meetings and General Meetings respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. Company also endeavor and ensure compliance of other secretarial standards.

36. Risk Management Policy:

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

The Audit Committee and the Board reviews the risk management efforts periodically. The Committee has formulated a Risk Management Policy which is uploaded on the Company’s website at weblink https://www.apollosindoori.com/ wp-content/uploads/2023/05/Risk-Mgt-Policy.pdf Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures. The risks are reviewed for the change in the nature and extent of major risks identified since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within its risk capacity.

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

During the financial year 2022-23, Managing Director / Whole Time Director of the Company has not received any commission from Company or Subsidiary of the Company.

38. Human Resources:

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

39. Statutory Auditors Report:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors Report. The Auditors Report do not contain any qualification, reservations or adverse/disclaimers remarks/observations. The Auditors Report read with the Notes and Schedules to Accounts forming part of the financial statements are self-explanatory.

40. Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

41. Secretarial Auditors Report:

The Secretarial Audit Report for the FY 2022-2023 is annexed herewith as Annexure D The reply to the observation provided in Secretarial Audit Report is as under:

i. Observation: Few compliances as required to be made under Secretarial Standard in relation to Board / Committee Meetings has been inadvertently missed

Company Representation: The Company follows proper compliance with regard to Secretarial standards both in letter and spirit, however only few of the compliances were inadvertently missed. Proper system of compliance will be implemented in future.

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

Company Representation: The Company is providing clinical nutritional services to several hospitals and many of them are related parties. However, Company is also providing these services to other non-related parties as well, at the same terms and conditions. All these transactions are in the ordinary course of business and at arm’s length basis. Since majority of the customer are related parties, major revenue is from related party transactions. Hence, this is statement of fact and do not point out to any violation. Further, these related party transactions are entered into, after due approval of Audit Committee as required under Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has also obtained the approval of members by means of Special Resolution passed in Annual General Meeting held on 28^th Sep, 2021.

42. Managerial Remuneration:

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

43. Disclosure as per Listing Regulations:

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

44. Corporate Governance:

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

45. Management Discussion and Analysis Report:

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

46. Particulars of Employees:

The Company has about 4384 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

47. Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013:

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013

The following is the summary of the sexual harassment complaints received and disposed during the Financial Year 2022-23:

No. of complaints received : NIL No. of complaints disposed off : NIL

48. Transfer to Investor Education and Protection Fund:

Pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act’), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the IEPF Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years from the date of transfer to unclaimed dividend account. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The disclosure related to Investor Education and Protection Fund (IEPF) has been made in the notice to the Annual General Meeting. It contains details of the transfer of the unclaimed/ unpaid dividend, year wise, which are liable to be transferred to the IEPF. The details are also available on the website of the Company.

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

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

50. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

There was no one time settlement made by the Company during the said Financial Year.

51. Companies (Auditor’s Report) Order, 2020:

The Report as provided is self- explanatory.

52. Acknowledgement:

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

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Mar 31, 2018

The Directors are pleased to present the Twentieth Annual Report on the business and operation of the Company together with the Audited Financial Statements for the year ended March 31, 2018

1. Corporate Overview

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

2. Operations / State of the Company’s Affairs

Your Company’s revenue from operation has increased from Rs.132.6 Crores to Rs.139.6 Crores. This growth in challenging circumstances is a testimony to the robustness of your Company’s business strategy and innovative service offerings that helped capture new markets.

Your Company’s net profit before tax for 2017-18 is Rs.10.25 Crores as compared to 2016-17 which was Rs.10.45 Crores.

Particulars	Notes	For the period 01.04.17 to 31.03.18	For the period 01.04.16 to 31.03.17
INCOME:
Revenue from operations		13,992.60	13,280.43
Other Income		117.22	31.81
Total Income		14,109.82	13,312.24
EXPENDITURE:
Consumption of Provisions & Stores		4,029.21	4,094.42
Employee benefit expense		7,636.70	6,587.41
Finance Cost		36.64	26.62
Depreciation and amortization expense		93.59	90.88
Other expenses		1,368.55	1,467.57
Total Expenses		13,164.68	12,266.91
Profit before exceptional and extraordinary items and tax	(III - IV)	945.13	1,045.33
Exceptional Items		80.00	--
Profit before extraordinary items and tax (V - VI)		1,025.13	1,045.33
Less: Extraordinary Items		--	--
Profit before tax (VII - VIII)		1,025.13	1,045.33
Tax expense:
(1) (a) Current tax		385.00	350.00
(b) Previous year tax		22.51	13.24
(2) Deferred tax		(85.07)	4.70
Net Profit(Loss) for the period	(IX-X)	702.70	677.40
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss
Remeasurement of Defined Benefit Obligation (net of tax)		(25.33)	96.01
(i) Items that will be reclassified to profit or loss		-	-
Total Comprehensive Income for the period (XIII XIV)		728.02	581.39
Earning per equity share:

Weighted average no. of shares outstanding during the period		13,00,200	13,00,200
Nominal Value per Equity Share (Rs)		10.00	10.00
- Basic & Diluted EPS (Rs)		54.05	52.10

3. Change in nature of business

During the year, the Company has continued with its business and operation and no changes in the business have taken place.

4. Dividend

Your Directors recommends Rs.5/- (Rupees Five) per share as final dividend to equity shareholders of the company for the financial year 2017-18 and is subject to approval of the members in the Annual General Meeting. The Company has initially decided to recommend a dividend of Rs.3/- per shares but looking at overall profitability and with view to ensure the higher returns to shareholders have revised the same to Rs. 5/- per share.

5. Transfer to Reserves

The Company does not propose any amount to be transferred to General Reserves out of the current profits.

6. Fixed Deposits

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

7. Listing

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

8. Share Capital

The paid up equity share capital as on March 31, 2018 is Rs.1,30,02,000/- and no changes has taken place during the year. During the year under review, your Company has not issue any shares including shares with differential voting rights or sweat equity.

9. Significant or Material Orders Passed by Regulators/Courts

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

10. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of this Directors’ Report.

11. Corporate Social Responsibility

Your Company has developed and implemented Corporate Social Responsibility initiatives and has spent approximately Rs. 6,50,000/- approved CSR projects during the period under review. Report on Corporate Social Responsibility including details as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure A

12. Corporate Governance

Compliance with the provisions of Corporate Governance does not apply to your company as paid up equity share capital is not exceeding Rs.10 Crores and Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous financial year as per Regulation 15(2) of SEBI (Listing Obligations & Disclosures Requirement) Regulation, 2015. Your Company shall comply with the provisions on its applicability.

13. Joint venture Company/Associates

Your Company has a joint venture, namely, Faber Sindoori Management Services Private Limited. The joint has been entered based on MOU dated July 14, 2006 with Faber Medi-Serve SDN. BHD (“FMS”) whereby FMS and Apollo Sindoori Hotels have agreed to form a joint venture company in Chennai for the purpose of setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information). Accordingly, the joint ven ture company Faber Sindoori Management Services Private Limited has been incorporated on 27^th August 2007 with FMS holding 51% and Apollo Sindoori Hotels holding 49%.- Details of the same is provided in AOC-1 under Annexure- B

14. Subsidiary

Your Company has no subsidiary as on date of this Balance Sheet.

15. Consolidation of Accounts

Your Company has prepared Consolidated Financial Statements in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 read with applicable rules. The Consolidat ed Financial Statements reflect the financial position of the Company and Associates. As required by Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ‘SEBI(LODR) Regulations, 2015’), the Audited Consolidated Financial Statements together with the Independent Auditor’s Report thereon are annexed and form part of this Annual Report.

16. Related Party Transaction

All related party transactions entered into during the financial year are in the ordinary course of business and on an arm’s length basis and are on similar terms and conditions as applicable to non-related parties. All the related party transactions are pre-approved by the Audit Committee. Disclosure in form AOC-2 has been provided as Annexure- C to Directors Report.

The details of the transaction with Related Party are also provided in the accompanying financial statements and may be treated as part of directors report.

17. Extracts of Annual Return

The Extracts of Annual Return forming part of Director’s Report is annexed as Annexure ‘D’.

18. Composition of Board

The Board comprised with optimum combination of Executive and Non-Executive Directors. Board has One Executive Director, Three Non-Executive Director and Three Independent Director duly appointed as per the Provisions of the Companies Act, 2013.

S.No	Name of the Director	Designation	Executive/Non-Executive / Independent
1	Mr. Pottipati Vijaykumar Reddy	Director	Non- Executive
2	Mrs. Sucharitha Reddy	Managing Director	Executive
3	Mrs. Suneeta Reddy	Director	Non- Executive
4	Mrs. Sindoori Reddy	Director	Executive
5	Mr. Venkatraman. G	Director	Independent & Non-Executive
6	Mr. George Eapen	Director	Independent & Non- Executive
7	Mr. Suresh Raj Madhok	Director	Independent & Non- Executive

19. Board Meetings and other Committee Meetings

The Board of Directors met four times during the financial year 2017 -18 on 11^th May 2017, 11^th August 2017, 14^th November 2017 and 12^th February 2018.

Audit Committee also met four times during the financial year 2017 -18 on 11^th May 2017, 11^th August 2017, 14^th November 2017 and 12^th February 2018.

Meeting of Nomination & Remuneration Committee were held on 11^th May 2017and 12^th February 2018. Meeting of Stakeholders Relationship Committee were held on 11^th May 2017 and Meeting of CSR Committee were held on 11^th August 2017. All members were present during the above meetings.

Details of attendance at the Board meetings and the last Annual General Meeting (AGM):

Name of the Director	Attendance at Board meeting		Attendance at last AGM	Attendance at Audit committee
	Held	Attended		Held	Attended
Mr. Vijaykumar Reddy	4	1	No	-	-
Mrs. Sucharitha Reddy	4	1	No	-	-
Mrs. Suneeta Reddy	4	2	Yes	-	-
Mrs. Sindoori Reddy	4	2	No	-	-
Mr. Venkatraman. G	4	4	Yes	4	4
Mr. George Eapen	4	3	Yes	4	3
Mr. Suresh Raj Madhok	4	4	Yes	4	4

20. Composition of Audit Committee

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 and Part C of Schedule V of SEBI (LODR) Regulation, 2015. All members of the Audit Committee are financially literate.

Audit Committee comprises of Mr. G. Venkatraman as the Chairman and Mr. Suresh R Madhok, Mr. George Eapen as the Members. All the members of the Committee are independent directors. More details about the Committee are given in Annexure ‘E’.

21. Disclosure of Information as required under section 134 (3) (m) of the Companies Act, 2013 (ACT) read with the companies (Accounts) Rules, 2014

(i) Conservation of Energy

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

Further, certain initiatives are being implemented for optimization of electricity and LPG usage.Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency systems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings of electricity consumption, a significant component of the energy cost, in an ongoing process.

(ii) Technical Absorption

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

(iii) Foreign Exchange Earnings and outgo

As required under Section 134(3) (m) of the Companies Act, 2013, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is hereunder:

22. Insurance

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

23. Auditors

(i) Statutory Auditors

M/s. P. Chandrasekhar, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of 24thAGM. Their appointment is being placed for ratification before the AGM. Further, due to changes in the Companies Act, 2013 regarding deletion of provisions related to ratification of appointment, Company would not be seeking the ratification from next year onwards.

(ii) Internal Auditor

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

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Gouri Shanker Mishra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is attached.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal Control System, commensurate with size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee of the Board.

DIRECTORS SEEKING FOR RE-APPOINTMENT:

In terms of the provisions of Section 152 (6) (d) of the Companies Act, 2013 Mr. Pottipati Vijaykumar Reddy, Director of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the AGM.

The board, therefore, recommends their re-appointment as Directors of the Company.

INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL:

During the year,pursuant to resignation of earlier Company Secretary, the Board has appointed Mrs. Shuganya. K, as Company Secretary of the Company with effect from 11^th May 2017. Further, Mr. Meyyappan M.SP, has been appointed as Chief Financial Officer of the Company with effect from 11th August 2017. The appointments were made in compliance to the provisions of section 203(1) of the Companies Act, 2013.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Companyhas establishedvigil mechanism for the directors and employees to report genuine concerns.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

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

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company at http://apollosindoori.com/ pdf/policy2.pdf

27. BOARD EVALUATION

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

A one-on-one meeting of the individual Directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation and the engagement and impact of individual Directors was reviewed on parameters such as contribution, attendance, decision making, inter-personal relationship, actions oriented, external knowledge etc. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement for a higher degree of engagement with the management. The Independent Directors met on 11^th May 2017 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors including the Chairman, while considering the views of the Executive and Non-Executive Directors. The Independent Directors were highly satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-executive and Executive Directors. The Board expressed its satisfaction with the Evaluation results, which reflects the high degree of engagement of the Board and its committees with the company and its Management.

28. Compliance to Secretarial Standard

The company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

29. Risk Management Policy

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

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

30. RECEIPT OF ANY COMMISSION BY MD / WTD FROM COMPANYOR SUBSIDIARY

The Company has not provided any commission to Managing Director/Whole Time Director during the year under review.

31. Human Resources

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

32. Comments on Auditors’ Report

Statutory Auditors Report:

No Qualification / observation has given by Statutory Auditors in their Report.

33. Secretarial Auditors Report:

A detailed Secretarial Auditors Report is provided under Annexure- F The reply to the observation provided in Secretarial Audit Report is as under:

1. The Company has complied with Secretarial Standards as applicable in relation to Board and Committee meetings, however due to oversight certain compliances in certain instances has been missed out. Board has taken a note of it company will endeavor to comply with all applicable related compliances of Secretarial Standards as applicable.

2. The observation regarding Related Party Transaction is as per the statement of fact provided by the Com pany owing the reason as majority of revenue of the company are from related party. However all related party is charged competitive pricing and same condition applicable to any non related party and all transactions are in arms length and ordinary course of business.

3. Till the last financial year based on the capital and net worth company did not fell under requirement of Corporate Governance as per Regulation 15(2) of SEBI (Listing Obligations & Disclosures Requirement) Regulation, 2015).

4. We understand the disposal of shares has happened Person Acting in Concern. We have been informed that they are in no way associated with present promoters or acting in concert with them. As they are not connected to promoters or PAC, disposal of their shares were not informed to us. They have also requested for reclassification under Regulation 31A and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. Nomination & Remuneration Committee

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

Nomination and Remuneration Committee comprises of Suresh R Madhokas the Chairman and Mr. G. Venkatraman, Mr. George Eapen as the Members. All the members of the Committee are independent directors. Details of the same is provided under Annexure- I

35. Managerial Remuneration

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

36. Particulars of Employees

The Company has about 3861 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

37. Disclosure on Establishment of a Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for directors/ employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

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

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

Acknowledgement

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

For and on Behalf of Board of Directors

Place: Chennai Sucharitha Reddy G. Venkatraman

Date: 28/05/2018 Managing Director Director

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Mar 31, 2015

L.Operations / State of the Company's Affairs

Apollo Sindoori Hotels Limited has delivered another year of strong performance despite challenging macro economic conditions prevailed across the Economy and Hospitality Industry.

Your Company's turnover has gone from Rs.69 Crores to Rs.97 Crores, flaunting a healthy growth of 40.58%.This growth in challenging circumstances is a testimony to the robustness of your Company's business strategy and innovative service offerings that helped capture new markets.

You will be pleased to note that profit Before Tax for 2014-15 Rs.343.34 Lacs as compared to Rs.302.64 Lacs for the financial year 2013-14. The growth of 13.45 % is exemplary and augurs well for the forthcoming year. Profit after Tax rose to Rs.231.23 Lacs as compared with Rs.204.45 Lacs for the last financial year, indicative of a PAT growth of 13.10%.

Your Company has invested in setting up a unit that centralized kitchen to optimise cost and benefit from economies of scale. Your Company also plans to expand the number of Sketch outlets within Chennai and other lucrative markets outside of Chennai.

In another important development, your Company Shares has been listed at National Stock Exchange of India Limited (NSE), Mumbai w. e. f. January 28, 2015.

(in Lacs)

Details 2015 2014

Income:

Income from sale 9637.03 6811.27

Other Income 63.86 56.99

Total Income 9700.89 6868.26

Expenditure:

Less: Employee Cost & other expenses 9289.11 6506.82

Profit before Depreciation, Interest and 411.78 361.44 Taxation

Less: Depreciation 45.96 42.72

Interest 22.48 16.08

Profit for the year before Exceptional 343.34 302.64 Item and Tax

Less: Exceptional Item (pre-tax) - -

Profit for the year before Tax 343.34 302.64

Less: Provision for Tax - Current Tax 99.00 94.00

- Deferred tax (net) 13.11 4.19

Net Profit for the year after tax 231.23 204.45

Balance brought forward from earlier years 1071.06 932.65

Appropriations:

General Reserve - 20.40

Proposed Dividend on Equity Shares 39.01 39.01

Income Tax on Proposed Dividend 8.66 6.63

Depreciation adjusted with reserve 6.36 -

Surplus carried to Balance Sheet 1248.26 1071.06

2. Dividend

Your Directors are pleased to recommend a dividend of Rs.3/- per equity share of face value Rs.10/-each for the financial year ended March 31, 2015. The dividend, if approved at the ensuing Annual General Meeting, will be paid to the shareholders whose names appear on the register of members of the Company as on the Book Closure Date. The equity dividend outgo for 2014-15, inclusive of tax on distributed profits would absorb a sum of Rs.47.67 lakhs (as compared to Rs.45.63 lakhs comprising the dividend of Rs. 3/- per equity share paid for the previous year).

3. Transfer to Reserves

The Company does not propose to be transferred out of the current profits to the General Reserve.

4. Fixed Deposits

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

5. Listing

The Company was exclusively listed on Madras Stock Exchange. Since the SEBI has issued a notice to Non-operative Stock Exchanges to close their operation, the Company has filed a Listing Application with National Stock Exchange of India Limited and it also got an approval for Listing of 1300200 Equity shares of the Company.

Accordingly the Shares of the Company were listed on National Stock Exchange of India Limited, Mumbai and the trading was started on 28.01.2015 effectively.

The Company has also paid a listing fees to National Stock Exchange and Madras Stock Exchange Ltd for the financial year 2015-16.

Further the Madras Stock Exchange was closed their operation with effect from 14, May, 2015 vide the order issued by Securities and Exchange Board of India.

6. Share Capital

The paid up equity share capital as on March 31, 2015 was Rs.1,30,02,000. During the year under review, your Company did not issue shares with differential voting rights / sweat equity.

7. Significant or Material Orders Passed By regulators/Courts

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

8. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e March 31, 2015, and the date of the Directors' Report.

9. Corporate social responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crores or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly the provisions of CSR activities under Companies Act 2013 do not apply to your company.

10. Corporate Governance

Compliance with the provisions of Clause 49 shall not be mandatory as paid up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year as per circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.

11. Joint venture Company/Associates

Faber Sindoori Management Services Private Limited

Apollo Sindoori Hotels entered into an MOU dated July 14, 2006 with Faber Medi-Serve SDN. BHD ("FMS") whereby FMS and Apollo Sindoori Hotels have agreed to form a joint venture company in Chennai for the purpose of setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information). It was agreed that FMS would hold 51% of the proposed joint venture company while Apollo Sindoori Hotels would hold 49%.

The said Joint Venture Agreement was entered into between FMS and Apollo Sindoori Hotels on June 25, 2007 whereby amongst other terms, it was recorded that a private limited company with the name "Faber Sindoori Management Services Private Limited " would be incorporated on 27/08/2007.

Financial position of Joint Venture Company has not been provided In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India, to amend the Companies (Accounts) Rules, 2014, Vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after the existing proviso, of the Companies (Accounts) Rules, 2014.

12. Subsidiary

The Company has no subsidiary as on date of this Balance Sheet.

13. Consolidation of Accounts

In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India, to amend the Companies (Accounts) Rules, 2014, Vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after the existing proviso, of the Companies (Accounts) Rules, 2014. As such Consolidation of Accounts is not applicable for the current financial year.

14. Related Party Transaction

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All the related party transactions are pre- approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company.

During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions.

The details of the transaction with Related Party are provided in the accompanying financial statements.

15. Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure 'A'.

16. Composition of Board

The Board comprised with optimum combination of Executive and Non- Executive Directors. Board has One Executive Director, Three Non-Executive Director and Three Independent Director duly appointed as per the Provisions of the Companies Act, 2013.

17. Board Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held.

18. Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. G. Venkatraman as the Chairman and Mr. Suresh R. Madhok, Mr. George Eapen as the Members. More details about the Committee are given in Annexure 'B '.

19. Disclosure of Information as required under section 134 (3) (m) of the Companies Act, 2013 (ACT) read with the companies (Accounts) Rules, 2014

(i) CONSERVATION OF ENERGY

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

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

Your Company remains focused on giving importance towards conservation of energy, which results is savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(ii) Technical Absorption

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

(iii) Foreign Exchange Earnings and outgo

As required under Section 134(3) (m) of the Companies Act, 2013, read with rule 2 of the Companies( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is hereunder.

Particulars March 31, 2015 (Rs.) March 31, 2014 (Rs.)

Used 14,73,846 6,46,773

Earned Nil Nil

20. Insurance

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

21. Auditors

(i) statutory Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 139 from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2015-16.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2015-2016 to hold office till the conclusion of the next AGM.

(ii) Internal Auditor

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

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Gouri Shanker Mishra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 'C'.

With respect to the observation made in the secretarial audit report:

1. The Company has belatedly filed form CHG - 1 for modification of charges under Section 77, MGT - 10 for change in shareholding under Section 93, MGT - 14 for fling of resolution and agreements under Section 117, DIR - 12 for changes in directors under Section 170 of the Act and MGT - 15 for report of Annual General Meeting under Section 121;

2. The Company has received the notice from Ministry of Corporate Affairs for non filing of 5 INV in financial year 2011-12 and has thereafter filed the requisite form during the audit period;

3. The Company has appointed Company Secretary w.e.f. 16th February 2015 and Chief Financial Officer w.e.f. 12th February 2015;

4. The Company has formed Nomination and Remuneration Committee and Stakeholders Relationship Committee only from 12th February 2015 as required under Section 178 of Act;

5. Company was not required to comply with the Clause 49 of the listing agreement based on Circular of SEBI bearing number SEbI/CFD/DIL/CG/1/2004/12/10 dated 29th October 2004 and revised listing agreement w.e.f. 1st October 2014 vide circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15 th September 2014;

Apart from the above observation, there are no qualifications, reservations or adverse remarks made by Mr. Gouri Shanker Mishra, Practising Company Secretary, Secretarial Auditors of the Company in their secretarial audit report.

22. Internal control systems and their adequacy:

The Company has an internal Control System, commensurate with size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee of the Board.

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

23. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the companies Act, 2013, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31st March 2015 and of the Profit and loss of the Company for that period;

c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis; and

e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

24. Directors

Appointment of Independent Directors:

During the year the Company has appointed Mr.G.Venkatraman, Mr.Suresh R.Madhok and Mr.George Eapen as Independent Directors as per Section 149(4) of Companies Act, 2013 for a period of Five Consecutive years with effect from 16th Annual General Meeting. The terms of appointment of Independent directors also placed in website of the Company at http://apollosindoori.com/pdf/directors-appointment.pdf.

Appointment of Key Managerial Personnel:

During the Year the Company has appointed Mr.M.Ramakrishnan as a Chief Financial officer and Mr.R.Sathishkumar, as a Company Secretary and Compliance officer on 12.02.2015 and 16.02.2015 respectively and those appointment was made under the section 203(1)( Appointment of Key Managerial Personnel) of the Companies Act, 2013.

Re-appointment of Managing Director

Subject to the approval of the members in the ensuing AGM, the Board of Directors re-appointed Mrs. Sucharitha Reddy as a Managing Director of the Company with effect from 21.08.2015 for a period of 5 years as per the terms specified in the draft resolution to be placed before the ensuing AGM.

Directors seeking for Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act, 2013 Mr. P Vijayakumar Reddy and Mrs.Suneeta Reddy directors of the Company are retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment/ re-appointment as Directors of the Company.

Resignation of Directors:

During the year Dr.Prathap C. Reddy, and Mrs.Shobana Kamineni have resigned from the Board on 22.09.2014, and 14.03.2015 respectively. The Board places on record its sincere appreciation for the valuable services rendered by them.

Demise of Independent Director Mr. V.J. Chacko

Mr. VJ. Chacko Director of the Company has expired on 08/01/2015. Board condoled the demise of the Director Mr. VJ. Chacko. Board also said that they had conveyed heart-felt condolences to the bereaved family, on behalf of the company. The Board placed on record the invaluable contributions of Mr. VJ. Chacko towards the progress of the Company.

Independent Directors Declaration:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

25. Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. Vigil mechanism / whistle blower policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company shall establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

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

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company at http://apollosindoori.com/pdf/policy2.pdf

27. Board evaluation

Pursuant to the Provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance and that of its committees and Directors individually.

28. Human Resources

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

29. Comments on auditors' report

Necessary Provision/write back will be effected after the Arbitrator finalise his award.

30. Particulars of Employees

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197(12) of the Act with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), forms a part of this Annual Report as Annexure 'D'

The Company had one employee who were employed throughout the year and were in receipt of Remuneration more thanRs.60 lakhs Per Annum. In terms of Section 136 of the Act, the copy of the financial statements of the Company, the auditor's report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company's Registered Office during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Registered Office. The financial statements, reports etc. of the Company are available on the website of the Company www.apollosindoori.com

The Company has about 3783 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

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

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

Acknowledgement

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

Place: Chennai For and on Behalf of Board of Directors Date: 29/05/2015

Sucharitha Reddy G. Venkatraman Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of your Company for the year ended 31 st March, 2014.

Financial Results (Rupees in lacs)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Sale and Other Income 6868.26 6807.57

Profit from Operations 361.44 305.79

Financial Charges 16.08 10.89

Depreciation and Amortization 42.72 15.62

Profit / (Loss) before Tax 302.64 279.28

Add/(less): Deferred Tax Asset 4.19 15.25

Less: Provision for Taxation 94.00 75.50

Profit / (Loss) after Tax 204.45 188.53

Financial Review

Your Board is happy to inform you all that Sales and other income for the financial year 2013-14 stands at Rs. 6868.27 Lacs as compared to Rs. 5612.82 Lacs (Revenue excludes previous year travel division Turnover of Rs. 1194.75 lacs) for the financial year 2012-13 registering a growth of 22 % over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2013-14 stands at Rs. 302.64 Lacs as compared to Rs. 279.28 Lacs for the financial year 2012-13 registering a growth of 8% over last year. Your Company has achieved Profit after Tax of Rs.204.45 Lacs as compares to Rs. 188.53 Lacs for last year registering a growth of 8%

Appropriation towards Dividend

Looking at the financial performance for the year, your Board recommends a dividend of Rs3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31 st March 2014.

Business Outlook

As your company pushes the throttle to gain increased foothold in Catering services business across various industries, software companies, hospitals and institutions; with aggressive marketing and innovative solutions, the year ahead will prove fruitful and satisfactory to all the stakeholders. Your Company recognizes that to be able to achieve amplified growth, the company needs to move with times and gain competitive advantage by ''Revitalizing'' the company''s brand image. The Company undertook a rebranding exercise that laid down the brand''s roadmap for repositioning. The repositioned branding guidelines will enhance and ensure clear understanding of the brand in order to develop pride and ownership within the company and amongst external stakeholders. It will further strengthen and integrate the culture of the organization through clear, relevant and consistent communication and will project a professional and contemporary image to all stakeholders, giving them renewed comfort and trust in the company''s capabilities.

Directors

In terms of the provisions of Section 152 of the Companies Act, 2013 Dr. Pratap C Reddy, Mrs. Shobana Kamineni and Mrs. Sindoori Reddy directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner, appointment, roles functions duties of independent directors (ID''s) and the relevant rules under the Companies Act, 2013 (the act 2013) and made them effective 1 st April 2014.

The existing composition of the Company''s Board is fully in conformity with the applicable provisions of the Act 2013 and clause 49 of the Listing Agreement having the following directors as non Executive Independent Directors namely:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok, Mr. Vachaparambil Job Chacko, Mr. Puthen Veetil George Eapen.

In terms of provisions of section 149(10) read with section 149(5) of the Act, 2013, ID''s are eligible to hold office for a term upto five consecutive years on the Board and eligible for re- appointment for the second term on passing special resolution by the Company. During the period they shall not be liable to retire by rotation as per the provisions of section 150(2), 152(2) read with schedule IV of the Act 2013.

It is therefore proposed to appoint them as ID''s for a consecutive period of 5 years at the AGM. Necessary declarations have been obtained from them as envisaged under the Act, 2013.

Notices in writing signifying the intention to offer their candidatures as ID''s of the Company along with the requisite deposit have been received from the members of the Company in terms of section 160 of the Act 2013.

In terms of provisions of sub-section (6) read with explanation to section 152 of the Act 2013, two third of the total number of Directors i.e, excluding ID''s are liable to retire by rotation at every annual general meeting.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment/ re-appointment as Directors of the Company.

Audit Committee

Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of four Directors.

Internal Control Systems & Their Adequacy

Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act, 1956, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31 st March 2014 and of the Profit of the Company for that period.

C) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 139 from the retiring auditors regarding their eligibility for re-appointment as the Company''s Auditors for the year 2014-15.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2014-2015 to hold office till the conclusion of the next AGM.

Reply to Auditor''s Remark:

Note No. 16(3) Auditor''s Report regarding impairment of assets

Necessary provision / write back will be effected after the Arbitrator finalies his award

Clause No. x(a) and (b) of Annexure to Auditor''s Report regarding delay in the payment of various Statutory payments

Subsequently it has been paid with interest and as on date there is no arrears.

Fixed Deposits

Company has not accepted any Deposits from the Public during the year underreview.

Insurance

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

Listing

The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2014-15.

Corporate Governance

The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number SEBI/MRD/SE/31 /2003/26/08 dated 26th August 2003.

Secretarial Compliance

The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed.

Conservation Of Energy, Technology Absorption

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment etc.

The Company is not an industrial undertaking in terms of Section 217 (1) (e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) and hence, particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided.

Foreign Exchange Earnings and Outgo

There are no Foreign Exchange earnings during this period.

Foreign Exchange Outgo during this period - Rs. 6,46,773

Particulars of Employees under Section 217 (2 A) of the Companies Act, 1956

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2 A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Industrial Relations and Human Resource

The Company has about 3100 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Related Party transaction

Details of related party transaction has given in Note No.28 of notes to financial statements for the year ended 31 st March 2014

Companies Act 2013

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. The Ministry of Corporate Affairs, vide Circular No. 1 /19/2013-CL-V dated April 4,2014, notified that matters pertaining to maintenance of books of accounts and preparations/adoption/filing of financial statements, auditor''s report, Board''s report and attachments to such statements and reports in respect of financial years that commenced earlier than 1st April 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956. Thus, the Board''s Report and the financial statements of the Company were prepared as per the Companies Act, 1956

Acknowledgement

Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous co-operation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth.

For and on Behalf of Board of Directors

Sucharitha Reddy G.Venkatraman Managing Director Director

Place: Chennai Date : 29th May 2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts of your Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rupees in lakhs)

PARTICULARS Year ended Year ended

31.03.2013 31.03.2012

Sale and Other Income 6807.57 5900.37

Profit from Operations 305.79 254.13

Financial Charges 10.89 8.90

Depreciation and Amortization 15.62 13.86

Profit / (Loss) before Tax 279.28 231.37

Add/(less): Deferred Tax Asset 15.25 8.48

Less: Provision for Taxation 75.50 94.18

Profit / (Loss) after Tax 188.53 145.67

Financial Review

Your Board is happy to inform you all that Sales and other income for the financial year 2012-13 stands at RS. 6807.57 lakhs as compared to RS. 5900.37 lakhs for the financial year 2011-12 registering a growth of 15% over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2012-13 stands at RS. 279.28 lakhs as compared to RS. 231.37 lakhs for the financial year 2011-12 registering a growth of 21% over last year. Your Company has achieved Profit after Tax of RS. 188.53 lakhs as compared to RS. 145.67 lakhs for last year registering a growth of 29%.

Appropriation towards Dividend

Looking at the financial performance for the year, your Board recommends a dividend of RS. 3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31st March 2013.

Business Outlook

Your Company has entered into new business venture SKETCH -The Cafe during May 2013 in the place of existing Travel Business at the primary location of Chennai at Nungambakkam High Road, Chennai -34. Your directors continue to explore opportunities for augmenting business. The business continues to be encouraging and company expected to earn much better in the coming years.

Directors

In terms of the provisions of Section 255 and 256of the CompaniesAct, 1956Mr. Suresh Raj Madhok, Mr. Vachaparambil Job Chacko and Mr. Ganesan Venkatraman directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

Audit Committee

Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of three Directors.

Internal Control Systems & Their Adequacy

Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act, 1956, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31 st March 2013 and of the Profit of the Company for that period.

c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 224( 1B) from the retiring auditors regarding their eligibility for re-appointment as the Company''s Auditors for the year 2013-14.

The Board of Directors recommend the re-appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2013 -2014 to hold office till the conclusion of the next AGM.

Fixed Deposits

Company has not accepted any Deposits from the Public during the year under review.

Insurance

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

Listing

The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2013-14.

Corporate Governance

The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number SEBI/MRD/SE/31/2003/26/08 dated 26th August 2003.

Secretarial Compliance

The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment''s etc.

The Company is not an industrial undertaking in terms of Section 217(l)(e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) 1988 and hence , particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided.

There are no foreign exchange earnings or outgo during this period.

Particulars of Employees under Section 217(2A) of the Companies Act, 1956

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Industrial Relations and Human Resource

The Company has about 2800 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Acknowledgement

Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous co-operation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth.

for and on Behalf of Board of Directors

Sucharitha Reddy G. Venkataraman Managing Director Director

Place: Chennai Date: 21.5.2013