Vidli Restaurants Limited.
Your Directors are pleased to present the 13th Annual Report together withthe Audited Financial Statement of the Company for the year ended 31st March2020.
The financial summary for the year under review is as below:
(Amount in Rupees)
|Particulars ||Year ended March 31 2020 ||Year ended March 31 2019 |
|Total Income ||49169045 ||46978750 |
|Profit Before Interest Depreciation & Taxation ||4631471 ||5027802 |
|Less: Interest and Finance Charges (net) ||660447 ||719129 |
|Less: Depreciation ||1840489 ||1569805 |
|Profit Before Tax ||2130535 ||2738868 |
|Add / (Less) Prior Period Adjustment- Income Tax ||(4134) ||193677 |
|Add / (Less): Provision for current tax ||(399000) ||(676000) |
|Add/ (Less): MAT Credit Entitlement ||260000 || |
|Add / (Less) : Deferred tax ||(361254) ||(131149) |
|Add /(Less):- Mat Credit Entitlement Reversed || |
|Profit After Tax ||1626147 ||1927396 |
|Less: Proposed Dividend / Interim Dividend including tax on dividend ||- ||- |
|Add / (Less) : Surplus Brought Forward from previous year ||8481197 ||6553803 |
|Transfer to reserves || |
|Balance carried to Balance Sheet ||10107344 ||8481197 |
STATE OF THE COMPANY'S AFFAIRS
During the year under review your Company registered turnover of Rs. 44547105/- ascompared to Rs. 42209202/- in the previous year i.e. increase of 5.54% over theprevious year. Further the Company has earned profit before tax of Rs. 2130535/-ascompared to Rs. 2738867/- in the previous year i.e. decrease of 22.21% over the previousyear.
The Company is in the business of hospitality food products and allied activities.
Primarily the business model of the Company is to grant the franchisee under the TradeMark Vithal Kamats / Kamats. These are chain of restaurants servingstandardized food items in a quick serve format at various outlets on national highwaysstate highways and cities. The restaurants serve hygienically prepared fresh vegetarianfood with quick service and value for money to the customers. The presence of thefranchisee outlets are throughout India and majority in Maharashtra situated on highwayand in city in the format of Fine Dine-in Food Court and Kiosks. The Company is puttingefforts to map new territories for franchisee in Gujarat Madhya Pradesh and Rajasthan andare also checking for existing hotels for restaurant spaces. As on March 31 2020 therewere 42 (Forty Two) Franchise outlets in operation under the Trade Mark VithalKamats / Kamats. In view of non-implementation of the prescribed standards lowsales/ high expenditure 11 (Eleven) franchise units of the Company were closed during thefinancial year ended March 31 2020.
To keep up with the every changing need expectation to offer the customer variety ofdishes and to overcome the saturation level the Company developed three different andunique brands last year under restaurant segment i.e Urban Dhaba - The Rich Taste ofPunjab' - having Punjabi dhaba theme serving Indian North Indian veg and non- veg foodwith live music and live bar; Pepper Fry Veg Multi-Cuisine Kitchen - by Kamats' - amulti-cuisine restaurant and Waah Malvan' - which brings the unique taste of Malvanwith a coastal cuisine. The said brands are given to the franchisee depending on the arealocality expected demand and other relevant factors. Needless to say that primeimportance is given to hygiene standardised taste and value for money. As on March 312020 there was 1 (One) franchise outlet in operation under each of Urban Dhaba -The Rich Taste of Punjab' Pepper Fry Veg Multi-Cuisine Kitchen - by Kamats' andWaah Malvan' brand. Continuous training programs and tools to impart the knowledgenecessary to operate restaurants with highest standards are developed and provided.
The Company has also ventured in production of ready to eat food products variety ofnamkeens which include mini bhakarvadi methi gathiya kabuli chana thikha boondi etc.which are available at the franchisee outlets of the Company. The same has received goodresponse specially from the outlets situated on highways. The Company is in process ofexploring methods to expand the same.
As per the guidelines / directives issued by the Central and State Governments andother regulatory authority(ies) for hospitality sector the operations of all units weretemporarily shut since mid March 2020 due to Covid-19 pandemic. The operation of the unitswill be resumed in permitted zones in a phased manner in accordance with the guidelinesfor phased re-opening issued by the Central Government State Governments local and otherregulatory authority(ies) and will be contingent on the categorization of the zone wherethe unit is situated. The impact of same will be seen in the current financial year.
During the year under review there has been no change in the nature of the business ofthe Company. Further there were no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
RISK MANAGEMENT AND INTERNAL CONTROL
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.
The Board of the Company at regular intervals monitors the financial operationallegal risk to the Company. There is no risk which in the opinion of the Board which maythreaten the existence of the Company.
The internal financial controls are adequate and are monitored at regular intervals.
In order to reserve the resources of the Company and for long term requirements offunds the Board of Directors has not recommended any dividend for the financial yearMarch 31 2020.
There was no deposit accepted by the Company within the meaning of Section 73 and 76 ofthe Companies Act 2013 and Rules made there under at the beginning of the year. TheCompany has not invited or accepted deposit during the year and there was no deposit whichremained unpaid or unclaimed at the end of the financial year.
SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March 2020 the Company did not have any subsidiaries / jointventures / associate companies.
SHIFTING OF THE REGISTERED OFFICE ADDRESS
The registered office address of the Company was shifted from Office No. 501 5thFloor Jai Antariksh Makwana Road Marol Andheri (East) Mumbai - 400059 to D-09Eastern Business District Neptune Living Point LBS Road Bhandup West Mumbai - 400078with effect from 22nd May 2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Ms. Nanette Dsa was appointed as an Additional Director by the Boardof Directors pursuant to Section 161 of the Companies Act 2013 to hold the office ofNon-Executive Independent Director and Chairperson of the Company with effect from 10thFebruary 2020 until the date of 13th Annual General Meeting. Ms. Nanette Dsais proposed to be appointed as a Director in the category of Non-Executive IndependentDirector and Chairperson at 13th Annual General Meeting.
Mr. Ramnath Pradeep resigned from the office of Independent Director and Chairman ofthe Company with effect from 31st January 2020. The Board of Directors placedon record its appreciation for his association with the Company and for his valuableservices and guidance.
The term of Mr. Arun Jain as Non Executive Independent Director is upto 24th October2020 and he is proposed to be re-appointment for another consecutive term of 5 years asper Section 149 of the Companies Act 2013 which provides that an independent directorshall be eligible for re-appointment on passing of a special resolution by the Company.Mr. Arun Jain has given consent to be re-appointed as Non-Executive Independent Directorof the Company and a declaration that he meets the criteria of independence as provided inthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and his name is registered in the data bank as per Rule 6 of theCompanies (Appointment and Qualifications of Directors) Rules 2014. Further Mr. ArunJain is not disqualified to become a Director under the Companies Act 2013 in terms ofSection 164 of the Companies Act 2013.
The tenure of Ms. Vidhi V. Kamat as Managing Director will be ending on 6th October2020. It is proposed to reappoint Ms. Vidhi V. Kamat as Managing Director of the Companyfor a period of three consecutive years. Ms. Vidhi V. Kamat has given her consent for sameand a declaration that she is not disqualified to become a Director under the CompaniesAct 2013 in terms of Section 164 of the Companies Act 2013.
As per Section 152(6) of the Companies Act 2013 Mr. Kurian Chandy retires by rotationand being eligible offers himself for re-appointment as the Director of the Company.
A brief profile and other details of Ms. Nanette Dsa Mr. Arun Jain Ms. Vidhi V. Kamatand Mr. Kurian Chandy are given in Annexure I to the Notice of 13th AnnualGeneral Meeting.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF
Board of Directors:
|Name ||Nature of Directorship |
|1. Ms. Nanette Dsa ||Chairperson and Independent Director |
|2. Ms. Vidhi V. Kamat ||Managing Director |
|3. Mr. Arun Jain ||Independent Director |
|4. Mr. Kurian Chandy ||Non-Executive Non-Independent Director |
|Name ||Status in Committee |
|1. Ms. Nanette Dsa ||Chairperson |
|2. Mr. Kurian Chandy ||Member |
|3. Mr. Arun Jain ||Member |
Nomination and Remuneration Committee:
|Name ||Status in Committee |
|1. Mr. Arun Jain ||Chairman |
|2. Ms. Nanette Dsa ||Member |
|3. Mr. Kurian Chandy ||Member |
|Name ||Status in Committee |
|1. Mr. Arun Jain ||Chairman |
|2. Mr. Kurian Chandy ||Member |
|3. Ms. Vidhi V. Kamat ||Member |
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2019-2020 6 (Six) meetings of the Board of Directors wereheld on 18th April 2019 18th May 2019 09th August2019 14th November 2019 10th February 2020 and 21stMarch 2020.
Disclosure of attendance of Board Meetings by the directors as per clause 9 of theSecretarial Standard on meetings of the Board of Directors:
|Dates of Board meeting || |
Name of the Director
|Mr. Ramnath Pradeep ||Ms. Vidhi V. Kamat ||Mr. Arun Jain ||Mr. Kurian Chandy ||Ms. Nanette Dsa |
|18th April 2019 ||Yes ||Yes ||Yes ||Yes ||NA |
|18th May 2019 ||Yes ||Yes ||No ||Yes ||NA |
|09th August2019 ||Yes ||Yes ||Yes ||Yes ||NA |
|14th November 2019 ||Yes ||Yes ||Yes ||Yes ||NA |
|10th February 2020 ||NA ||Yes ||Yes ||Yes ||Yes |
|21st March 2020 ||NA ||Yes ||Yes ||Yes ||Yes |
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from Mr. Arun Jain and Ms. Nanette DsaIndependent Directors of the Company as required under Section 149(7) of the CompaniesAct 2013 to the effect that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013; that they will abide by the provisions specified inSchedule IV to the Companies Act 2013 and that their name are registered in the data bankas per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014.The Board has taken on record the declarations received from Mr. Arun Jain and Ms. NanetteDsa.
The formal evaluation of Board as whole Independent and Non-Independent Directors ofthe Company was done at the respective meetings of Independent Directors and Board ofDirectors each held on 10th February 2020.
The performance of Mr. Arun Jain Non-Executive Independent Director was evaluated onthe criteria like endeavor to understand the nature and role of independent directorrendering advice to management providing recommendations professionally as per domainknowledge and experience heading the Committees constituted by the Board participationincluding attendance in Board Meetings/ committee meetings maintenance of confidentialityof information of the Company obtained in capacity of Independent Director initiative tomaintain integrity ethics and professional conduct initiative to check conflict ofinterest and maintenance of independence.
The Non-Independent Directors were evaluated at a separate meeting of IndependentDirectors in which factors like development of policies strategic planning riskmanagement leadership qualities vision commitment managing relationships with theBoard management of team regulators bankers industry representatives and otherstakeholders participation at the Board / Committee meetings were assessed.
Factors like Board structure/ composition with right mix of knowledge and skills rolecomposition and interaction of Committee with the Board approach of Board towardunforeseen situation frequency of meeting communication with the management teamcompany employees and others helpful feedback to management on its requirementsmonitoring of policies transparency and quality quantity and timeliness of theinformation provided quality of discussion/ perusal on agenda item risk managementemphasis on corporate governance initiatives taken to ensure regulatory compliances wereconsidered for evaluation of the Board.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act 2013 and Regulation 19 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has a Nomination and Remuneration Policy on Director's andSenior Management Employee's appointment and remuneration including criteria fordetermining their qualifications positive attributes independence and other prescribedmatters in place. The Remuneration Policy of the Company is divided into the followingheadings and the entire policy is available on the website of the Companywww.kamatsindia.com;
Objective and Purpose of the Policy
Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee
Policy for appointment and removal of Director KMP and senior management:
- Appointment Criteria and Qualifications
- Term / Tenure
Policy relating to the remuneration for the Whole-time Director KMP and seniormanagement personnel
- Remuneration to Whole-Time/ Executive/ Managing Director KMP and Senior ManagementPersonnel
- Remuneration to Non- Executive/ Independent Director.
Currently no compensation is paid to the Non-Executive Directors of the Company exceptfor the sitting fees as per provisions of Companies Act 2013.
COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has a duly constituted Internal Complaints Committee under as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the year under review no instance of compliant or report under the said Act wasregistered with the Company.
The Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimization of person who use Vigil Mechanism and also provide for direct access to theChairman of the Audit Committee.
The details of Vigil Mechanism are displayed on the website of the Companywww.kamatsindia.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Following are the particulars of loans guarantees and investments under Section 186 ofthe Companies Act 2013 of the Company:
(A) Loans provided:
(Amount in Rupees)
|Name ||Opening Balance ||Amount of Loans Given During The Year ||Amount Of Repayment ||Closing Balance |
|1 Kamat Holiday Resorts ( Silvassa) Limited ||31065000 ||- ||3000000 ||28065000 |
No Guarantees were given during the year under review.
(C) Investments made:
(Amount in Rupees)
|Nature of Investments ||Opening Balance ||Amount Invested during the year ||Amount Redeemed ||Closing Balance |
|Mutual Funds equity shares Bonds and Fixed Deposits with Banks ||5203603 ||8626446 ||5373525 ||8456524 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013
The particulars of Contract or arrangement in Form AOC-2 as required under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014is annexed to this Board Report as Annexure A'. The Company does not have anyholding or subsidiary company. Hence the disclosure under A of Schedule V read withRegulation 34(3) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable.
PARTICULARS OF EMPLOYEES
There was no employee who was employed throughout the year or part thereof and inreceipt of remuneration aggregating to Rs. 10200000/- p.a. or more or who was employedfor part of the year and in receipt of remuneration aggregating to Rs.850000/- p.m. ormore.
PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
The details related to employees and their remuneration as required under Section197(12) and Rule 5(1)and 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are mentioned in Annexure B' to this Board's Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (5) of the Companies Act 2013 the Directors hereby confirm:
1. That in the preparation of the annual accounts the applicable accounting standardshave been followed and that there are no material departures.
2. That the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of the profit andloss of the Company for the financial year ended on that date.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities to the best of the Directors' knowledge and ability.
4. That the annual accounts have been prepared on a going concern basis.
5. That internal financial controls have been laid down and are followed by theCompany and the said internal financial controls are adequate and are operatingeffectively and;
6. That proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
7. That during the year 2019-2020 the Company has complied with the SecretarialStandard as amended and applicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of energy-
(B) Technology absorption-
|(i) the efforts made towards technology absorption; ||The activities of the Company at present do not involve technology absorption and research and development. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution; ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NIL |
|(a) the details of technology imported; || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and || |
|(iv) the expenditure incurred on Research and Development. ||NIL |
(C) Foreign exchange earnings and outgo-
|The Foreign Exchange earned in terms of actual inflows during the year; ||NIL (Previous year: Rs. 588066/-) |
|The Foreign Exchange outgo during the year in terms of actual outflows. ||NIL (Previous year: Rs. NIL /-) |
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year ||Number of shareholders who approached listed entity for transfer of shares from suspense account during the year ||Number of shareholders to whom shares were transferred from suspense account during the year ||Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year |
|NIL ||NIL ||NIL ||NIL |
Declaration that the voting rights on shares in the suspense account shall remainfrozen till the rightful owner of such shares claims the shares - Not Applicable
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 as required under Section 134(3)(a) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is Annexed to this Board Report as Annexure C'.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure D' of this Board's Report.
M/s. P.D. Saraf & Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company at the 9th Annual General Meeting for aperiod of five consecutive years.
The first proviso to Section 139(1) of the Companies Act 2013 wherein the company wasrequired to place the matter relating to ratification of appointment of StatutoryAuditors done under Section 139(1) of the Companies Act 2013 by members at every annualgeneral meeting is omitted w.e.f 7th May 2018 vide the Companies (Amendment)Act 2017. Hence no resolution for ratification of appointment of M/s. P. D. Saraf &Co. Chartered Accountants Mumbai the statutory auditors of the Company is required.
COST RECORDS AND AUDIT
The provisions relating to maintaining of cost record and to conduct cost audit are notapplicable to the Company.
M/s. Pooja Sawarkar and Associates Practicing Company Secretary Mumbai was appointedas the Secretarial Auditor of the Company for Financial Year 2019-2020. In terms ofSection 204(1) of the Companies Act 2013 a Secretarial Audit Report is annexed asAnnexure E' of this Board's Report.
RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS AND DISCLAIMERS MADE BY THESTATUTORY AUDITORS AND THE SECRETARIAL AUDITORS
There are no qualifications reservations adverse remarks and disclaimers of theStatutory Auditors in their report on Financial Statements for the Financial Year 2019-20.
There are no qualifications reservations adverse remarks and disclaimers of theSecretarial Auditors in the Secretarial Audit Report for the Financial Year 2019-20.
The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of Corporate Governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence noCorporate Governance Report is disclosed in this Annual Report. Although the Companyfollows major of the provisions of the Corporate Governance voluntarily.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of at least2% of average net profit are not applicable to the Company.
The relations of the management with staff and workers remained cordial during theentire financial year.
The Directors place on record their appreciation for the sincere and whole heartedco-operation extended by all concerned particularly Company's bankers Bombay StockExchange Limited the Government of Maharashtra the Central Government suppliersclientele and the staff of the Company and look forward to their continued support. TheDirectors also thank the members for continuing their support and confidence in theCompany and its management.
| || ||On behalf of the Board of Directors |
| || ||Vidli Restaurants Limited |
|Place: Mumbai || || |
|Date: 25th June 2020 ||Nanette Dsa ||Vidhi V. Kamat |
| ||Chairperson and Independent Director ||Managing Director |
| ||DIN: 05261531 ||DIN: 07038524 |