Your Directors are pleased to present the 12th Annual Report and theCompany's Audited Accounts for the Financial Year ended March 31 2017.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||517.97 ||428.66 |
|Other Income ||43.43 ||55.60 |
|T otal Revenue ||561.40 ||484.26 |
|Less: Total Expenses ||513.28 ||436.54 |
|Profit before tax ||48.12 ||47.72 |
|Tax Expenses ||15.20 ||17.94 |
|Profit after tax ||32.92 ||29.78 |
|Earning per equity share- Basic & Diluted ||2.51 ||2.27 |
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 ' 517.97 Lakhsas compared to ' 428.66 Lakhs in the corresponding previous year. The Company earned aprofit after tax of ' 32.92 lakhs as compared to ' 29.78 lakhs in the previous year. TheCompany's reserve and surplus increased from ' 213.16 Lakhs to ' 246.08 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:
At present the Company has only one class of shares - equity shares with face value ofRs. 10 each. The paid up share capital of the Company is Rs. 130.99 Lacs. Divided into1309875 equity shares of Rs. 10/- each
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
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 company's 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:
The company has made efforts to develop food preparation practices that minimize theuse of energy
(c) Technology Absorption Adaption and Innovation:
(i) Efforts made:
The company has implemented food preparation techniques of the highest standard andproper storage facility to control the wastage of raw materials and semi prepared food andalso efforts are made to develop the process that reduce energy consumptions.
(ii)Benefits derived as a result of above efforts:
The above efforts resulted in client enjoying a better quality product that isdelivered to them quicker and also resulted in reduction of cost of production andenhancing higher 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 as AnnexureI.
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.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. collin Richard Timms (DIN:00523528) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
Mr. Jayanta Chatterjee has been re-designated as Non-Executive Director from theExecutive Director of the Company w.e.f. 01st April 2017 owing to hisunwillingness to continue to perform as Executive Director due to his busy Schedule.
Mr. Jayanta Chatterjee Non-executive Director of the Company and Ms. SwapnilKshirsagar Company Secretary & Compliance Officer of the Company have resigned witheffect from 12th August 2017. The Board placed on record its appreciation forthe assistance and guidance provided by Mr. Jayanta Chatterjee during his tenure as
Non Executive Director of the Company and Ms. Swapnil Kshirsagar during her tenure asCompany Secretary & Compliance Officer of the Company.
The Board has appointed Mr. Kiran P George as Company Secretary and Compliance Officerof the Company w.e.f. 12th August 2017.
As required under Section 203 of the Companies Act 2013 the Company has Mr. CollinRichard Timms Managing Director Mr. Liam Norman Timms Whole-time Director Mr. ShaileshB. M. Chief Financial Officer and Mr. Kiran P George as Company Secretary under KeyManagerial Personnel of the Company.
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 6 Board Meetings were held. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013
|SR.NO ||Date on which board Meetings were held |
|1 ||06-May-2016 |
|2 ||26-May-2016 |
|3 ||19-August-2016 |
|4 ||01-October-2016 |
|5 ||14-November-2016 |
|6 ||15-February-2 017 |
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 Company's Net worth does not exceed ' 500 crores or the Company's turnoverdoes not exceed ' 1000 crores or the Company's Net Profit does not exceed ' 5 Crore forany Financial Year the provisions of section 135 of the Companies Act 2013 are notapplicable.
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 as AnnexureII.
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 whichforms part 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 Document hasbeen fully utilized for the purpose for which they were raised and there is no deviationin 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 ||3.33:1 |
|Mr. Liam Norman Timms ||4.79:1 |
|Mr. Jayanta Chatterjee ||10.42:1 |
For this purpose sitting fees paid to the directors has not been considered asRemuneration.
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
|Name ||Designation ||% Increase/Decrease |
|Mr. Collin Richard Timms ||Managing Director ||- |
|Mr. Liam Norman Timms ||Whole time director ||75% |
|Mr. Jayanta Chatterjee ||Executive Director ||- |
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: 43
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: 05.09.2017 ||Collin Richard Timms |
|Place: Bengaluru ||Managing Director |