Your Directors are pleased to present the 11th Annual Report and theCompanys Audited Accounts for the Financial Year ended March 31 2016.
1. FINANCIAL RESULTS:
| || ||(Rs in lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Revenue from Operations ||428.66 ||279.43 |
|Other Income ||55.60 ||33.22 |
|Total Revenue ||484.26 ||312.65 |
|Less: Total Expenses ||436.54 ||292.90 |
|Profit before tax ||47.72 ||19.75 |
|Tax Expenses ||17.94 ||7.65 |
|Profit after tax ||29.78 ||12.1 |
|Earning per equity share- Basic & Diluted ||2.27 ||1.42 |
In view of the rapid expansion of the Company it would be prudent to reinvest theprofit into the Company at this stage. In view of this Directors have not recommended anydividend on equity shares for the year under review.
3. REVIEW OF OPERATIONS:
During the year under review Revenue from Operation of the Company was Rs 428.66 Lakhsas compared to Rs 279.43 Lakhs in the corresponding previous year. The Company earned aprofit after tax of Rs 29.78 lakhs as compared to Rs 12.1 lakhs in the previous year. TheCompanys reserve and surplus increased from Rs 17.09 Lakhs to Rs 213.16 Lakhs.
Your Company has not accepted any deposits within the meaning of section 73 of theCompanies 2013 and the Companies (Acceptance of Deposits) Rules 2014.
5. SHARE CAPITAL:
The Paid up Equity Share Capital of the Company as on 31st March 2015 wasRs 85.09 Lakhs. During the year under review the Company has issued 459000 Equity Sharesthrough Initial Public Offering (IPO). Subsequently the Equity Shares of the Company werelisted on the SME Platform of BSE Limited. As on 31st March 2016 the Paid upEquity Share Capital is Rs 130.99 Lakhs.
6. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:
As on date the Company does not have any subsidiary joint venture or associatecompany.
7. CHANGES IN NATURE OF BUSINESS:
There is no significant change made in the nature of the company during the financialyear.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
Details of Loans guarantees or Investments if any covered under the provision ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such orders have been passed by the Regulators/ Courts or Tribunals which can impactthe going concern status and companys operation in future.
10. DETAILS OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(a) Conservation of Energy:
The Company requires energy for the purpose of general lighting adequate measures forthe conservation of energy are undertaken by the Company through the exercise of generalchecks and controls.
(b) Research and Development:
No significant Research and Development was carried out by the Company.
(c) Technology Absorption Adaption and Innovation:
(i) Efforts made:
The Company has adopted a policy of continuous upgradation of technology in all aspectsof technology in all aspects of food production and F&B service. Automated systems arein the better stages of testing and full implementation will be undertaken in the nextyear.
(ii) Benefits derived as a result of above efforts:
The Company believes that these efforts will result in an improved client experience inthe establishment. There will also be an improvement in efficiency by refinement of thestandard operating practices. The company believes that this will result in an increasedprofit margin.
(d) Foreign Exchange Earnings and outgo:
Your company does not have any foreign exchange earnings and outgo during the yearunder review.
11. EXTRACTS OF ANNUAL RETURN:
The extracts of Annual Return to the provisions of Section 92 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 in MGT-9 is attached herewith asAnnexure I.
12. RISK MANAGEMENT:
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. In the opinion of the Board there are norisks which would threaten the existence of the Company.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your Company has varied executive and non-executive directorsincluding Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
Mr. Jayanta Chatterjee was appointed as an Additional Director of the Company witheffect from March 21 2016. The Board has also appointed him as an Executive Director witheffect from the same date for a period of three years. He is one of Indias foremostHospitality Brand Creators and Startup Professionals. Mr. Jayanta Chatterjee is a CommerceGraduate with a Bachelors degree in Hotel Management from University of Calcuttaand has over 27 years of proven track record of building some of Indias mostsuccessful restaurants and has worked with leading organizations in the hospitalityindustry.
The resolutions seeking approval of the Members for the appointment of Mr. JayantaChatterjee have been incorporated in the notice of the forthcoming Annual General Meetingof the Company along with brief details about him. The Company has received notice undersection 160 of the Act along with the requisite deposit proposing the appointment of Mr.Jayanta Chatterjee.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. Collin Richard Timms Managing Director Mr.Liam Norman Timms Whole-time Director Mr. Shailesh B. M. Chief Financial Officer and Ms.Swapnil Kshirsagar Company Secretary.
14. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of Section 149 of the Companies Act 2013 Ms. Nina Nayar Mr.Koilpillai Joseph Davaraj and Mr. Lloyd John Pereira were appointed as an IndependentDirectors at the Extra-ordinary General Meeting of the Company held on March 25 2015. Theterms and condition of appointment of Independent Directors are as per Schedule IV of theCompanies Act 2013. They have submitted a declaration that each of them meets thecriteria of Independence as provided in Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as IndependentDirector during the year.
15. MEETING OF BOARD OF DIRECTORS:
During the year under review 9 Board Meetings were held i.e. on 01/04/201513/06/201516/06/2015 13/07/2015 05/08/2015 05/10/2015 03/11/2015 05/01/2016 and21/03/2016.
16. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with provisions of Section 134(5) of the Companies Act 2013 the Boardhereby submits its Responsibility Statement:
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2016 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. CORPORATE SOCIAL RESPONSIBILITY:
Since the Companys Net worth does not exceed Rs 500 crores or the Companysturnover does not exceed Rs 1000 crores or the Companys Net Profit does not exceedRs 5 Crore for any Financial Year the provisions of section 135 of the Companies Act2013 are not applicable.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 of the Companies Act 2013 is furnished in form AOC-2 is attached herewith asAnnexure II.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
No cases filed during the financial year and their disposal under the Act.
Pursuant to provisions of section 139 of the Companies Act 2013 and the rules framedthereunder M/s K. Vennkatachalam Aiyer & Co. Chartered Accountants were appointed asstatutory auditor of the company from the conclusion of 9th Annual GeneralMeeting of the Company held on 29th September 2014 for a term of fiveconsecutive years subject to ratification of their appointment at every Annual GeneralMeeting.
21. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors report and secretarial auditors report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an Annexure III which forms part of this report.
22. CORPORATE GOVERNANCE
The Company has taken adequate steps to adhere to all the stipulations laid down underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance included as a part of this AnnualReport is given in Annexure-IV.
Certificate from the Practicing Company Secretary of the company confirming thecompliance with the conditions of Corporate Governance as stipulated under the SME ListingAgreement and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this Annual Report.
23. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is given as an Annexure V which formspart of this report.
24. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in operation was observed.
25. BOARD EVALUATION:
The Board has carried out an evaluation of its own performance the directorsindividually as well as the working of its Committees.
26. USE OF PROCEEDS:
The proceeds from the Issue of the Company stated in the Prospectus/ Offer Documenthave been utilized/ are in process of utilization for the purpose for which they wereraised and there is no deviation in the utilization of proceeds.
27. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THEREUNDER / PARTICULAR OF EMPLOYEES:
The information required under section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
a. The ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year:
|Name of the Directors ||Ratio to median remuneration |
|Executive Directors || |
|Mr. Collin Richard Timms ||2.35:1 |
|Mr. Liam Norman Timms ||2.35:1 |
|Mr. Jayanta Chatterjee (w.e.f. March 21 2016)* ||- |
*Since this information is for part of the year the same is not comparable.
b. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year: NIL
c. the percentage increase in the median remuneration of employees in the financialyear: NIL
d. the number of permanent employees on the rolls of company: 30
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL
f. The key parameters for any variable component of remuneration of remunerationavailed by the directors: Not Applicable
g. Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the remuneration policy of the Company.
The Board of Directors gratefully acknowledges the assistance and co-operation receivedfrom the Banks and all statutory and non statutory agencies for their cooperation. TheBoard of Directors also wish to place on record their gratitude and appreciation to themembers for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
| ||For and on behalf of the Board |
|Date: 19.08.2016 ||Collin Richard Timms |
|Place: Bengaluru ||Managing Director |