To,
The Members,
Vidli Restaurants Limited.
Dear Members,
The Board of Directors are pleased to present the 16th
Annual Report together with the Audited Standalone and Consolidated Financial Statements
of the Company for the year ended 31st March, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:
The financial summary for the year under review is as below:
Particulars |
Year ended March
31, 2023 |
Year ended March
31, 2022 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Total Income |
1758.01 |
2607.56 |
416.02 |
875.86 |
Total Expenses |
- |
- |
- |
- |
Profit Before Interest, Depreciation &
Taxation |
133.24 |
282.5 |
30.86 |
79.45 |
Less: Interest and Finance Charges (net) |
17.04 |
33.89 |
8.02 |
37.98 |
Less: Depreciation |
15.48 |
24.95 |
19.03 |
22.63 |
Profit Before Tax |
100.72 |
223.66 |
3.81 |
18.84 |
Add / (Less) Prior Period Adjustment- Income
Tax |
- |
- |
- |
- |
Add / (Less): Provision for current tax |
22.56 |
-57.86 |
-0.99 |
-3.29 |
Add/ (Less): MAT Credit Entitlement |
|
|
0.99 |
0.99 |
Add / (Less) : Deferred tax |
2.33 |
1.65 |
0.61 |
-4.30 |
Add /(Less):- Mat Credit Entitlement Reversed |
- |
- |
- |
- |
Profit After Tax |
75.83 |
167.45 |
3.20 |
12.24 |
Less: Other adjustments (Net) |
-6.09 |
19.38 |
0.98 |
-14.18 |
Balance carried to Balance Sheet |
69.74 |
148.07 |
4.18 |
-1.94 |
STATE OF THE COMPANY'S AFFAIRS:
During the year under review, your Company has registered total income
of Rs. 1758.01 Lakhs as compared to Rs. 416.02 Lakhs in the previous year i.e. an increase
of 322.58% over the previous year. Further, the Company has earned profit before tax of
Rs. 100.72 Lakhs as compared to Rs. 3.81 Lakhs in the previous year i.e. an increase of
2543.57% over the previous year. The increase in turnover and profits is registered due to
the recovery post Covid-19 pandemic and also due to revenues from management of Hotel and
Restaurants at Silvassa.
The Company is in the business of hospitality, food products and allied
activities.
Our Company runs a chain of restaurants serving hygienic standardized
food items in a quick serve format at various outlets on national highways, state highways
and cities. The business model of the Company is to develop the operating systems and
grant the franchisee under Trade Marks to chain of restaurants serving standardized food
items who operate in the format of Dine-in, Food Court and Kiosks. Currently, franchisee
for Trade Mark " VithalKamats / Kamats", Urban Dhaba - The Rich Taste of
Punjab - having Punjabi dhaba theme serving Indian, North Indian, veg and non-veg food
with live music and live bar; Pepper Fry Veg Multi-Cuisine Kitchen - by Kamats'
- a multi-cuisine
restaurant are been granted. The Company does not own the brands Vithal
Kamats , Kamats and other brands and has licensed the same from its respective owners.
A new model of Kamats Legacy' with premium dining space was
initiated in the year under review through which variety of South Indian dishes from all
Southern states of India were introduced. Presently, one owned outlet at Bhandup is
operational under the said model.
As on March 31, 2023, the following are the details of Franchise
outlets in operation:
Sr. No. Name of Trade Mark |
Number of Franchise outlets under Trade
Mark |
1 Vithal Kamats / Kamats |
31 |
2 Urban Dhaba - The Rich Taste of Punjab |
1 |
3 Pepper Fry Veg Multi-Cuisine Kitchen |
1 |
The Company has entered in an arrangement with Kamats Worldwide Food
Services Private Limited, pursuant to which the Company operates, runs and manages Kamats
Silvassa Hotel, a 4 Star Hotel of Kamats Worldwide Food Services Private Limited and its
restaurant units situated at Silvassa.
During the year under review, there has been no change in the nature of
the business of the Company. Further, there were no significant and material order passed
by the regulators or courts or tribunals impacting the going concern status and
Company's operations in future. There is no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of
this Report.
DIVIDEND
The Board of Directors has recommended dividend of Re. 0.50/- per fully
paid up equity share of Rs. 10/- each for the financial year 2022-23, subject to the
approval of the members at the ensuing 16th Annual General Meeting of the Company.
TRANSFER TO RESERVES
Your Board does not propose to transfer any amount to reserves during
the Financial Year 2022-23 except for transfer of profits after tax to its respective
reserve.
RISK MANAGEMENT AND INTERNAL CONTROL
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
The Board of the Company at regular intervals monitors the financial,
operational, legal risk to the Company. There is no risk, which, in the opinion of the
Board, may threaten the existence of the Company.
The internal financial controls are adequate and are monitored at
regular intervals.
DEPOSITS
There was no deposit accepted by the Company within the meaning of
Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning
of the year. The Company has not invited or accepted deposit during the year and there was
no deposit which remained unpaid or unclaimed at the end of the financial year.
SHARE CAPITAL:
The Company had, vide Letter of Offer dated 15th January, 2022 offered
64,95,000 equity shares of face value of Rs. 10.00/- at a price of Rs. 10.00/- per equity
share (Rs. 5/- paid on application and balance of Rs. 5/- in First and Final call) for an
amount not exceeding Rs. 6,49,50,000/- on rights basis to the eligible shareholders of the
Company in the ratio of 3 (three) equity shares for every 2 (two) equity shares held by
such eligible shareholders.
The Board of Directors of the Company at its meeting held on 22nd
February, 2022 approved the allotment of 64,95,000 partly paid up Equity Shares of face
value of Rs. 10/- per Equity Share at price of Rs. 10/- per Equity Share to the eligible
applicants, of which Rs. 5.00/- per Rights Share was paid at time of application.
The Board of Directors at its meeting held on March 29, 2022 approved
to make first and final call for balance of Rs. 5.00/- per Rights Share in respect of
64,95,000 partly-paid Right Shares. Further, the 1st Reminder notice to the
holders of partly paid-up equity shares of the Company, who had not paid the first and
final call money was duly sent and as on 3rd August, 2022 all the call monies
were paid for the said 64,95,000 equity shares. The issued, subscribed and paid up capital
of the Company presently is Rs. 108,250,000/- divided into 10,825,000 equity shares of Rs.
10/- each fully paid. The Authorised Share Capital of the Company is Rs. 110,000,000/-
divided into 11,000,000 equity shares of Rs. 10/- each.
USE OF PROCEEDS
The proceeds from the rights issue of the Company vide Letter of Offer
dated 15th January, 2022 have been utilized for the purpose for which they were
raised and disclosed in Letter of Offer and there is no deviation in the utilization of
proceeds. As on the date of signing of this Board's report, the entire funds raised
by rights issue have been utilized.
MIGRATION TO MAIN BOARD OF BSE LIMITED
As per the procedures laid down under SEBI (Issue of Capital and
Disclosure Requirements) Regulation, 2018 and the Migration Policy of BSE Limited, the
Board, at its meeting held on 30th May, 2022 and the members via postal ballot on 7th
July, 2022 approved the migration of listing of Equity Shares of the Company from SME
Platform of BSE Limited to the Main Board of BSE Limited.
BSE Limited, vide notice dated 19th August, 2022, approved
the migration and effective from Tuesday, August 23, 2022 admitted the equity shares of
the Company to dealings and trading on its Main board Platform in the list of
B' Group.
SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March, 2023, the Company did not have any joint
venture/associate company. Presently, the Company is a subsidiary of VITS Hotels Worldwide
Private Limited and has one subsidiary, namely, Vitizen Hotels Limited.
As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on
the performance and financial position of the subsidiary included in the consolidated
financial statement is provided in Form AOC-1 annexed to the Financial Statement of the
Company and not repeated here.
The Board has reviewed the affairs of its subsidiary. In accordance
with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the
Company containing therein the audited standalone and consolidated financial statements
and the audited financial statement of the subsidiary has been placed on the website of
the Company at https://www.kamatsindia.com/annual-report-kamats- restaurant.The hard copy
of the aforesaid documents will be provided to the interested member upon receipt of
request for the same by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
Upon recommendation of the Nomination and Remuneration Committee and as
approved by the Board of Directors at their respective meetings held on 13th February,
2023, Mr. Ammin U. Rajqotwala has been appointed as an Additional Director to hold the
office of Non-Executive, Independent Director, on the Board of the Company for a period of
5 (five) years commencing from 13th February, 2023. The members of the Company, on 13th
April, 2023, accorded approval for appointment of Mr. Ammin U. Rajqotwala as a Director of
the Company to hold the office of Non-Executive Independent Director by passing a special
resolution via postal ballot. The Board of Directors have opined that the integrity,
expertise, experience including proficiency of Mr. Ammin U. Rajqotwala is beneficial to
the Company.
The tenure of Dr. Vidhi V. Kamat as Managing Director of the Company
will be ending on 6th October, 2023. Dr. Vidhi V. Kamat vide her letter dated 22nd
May, 2023 expressed her willingness to be Managing Director of the material subsidiary
viz: Vitizen Hotels Limited and to continue in the Company as a Non-Executive Director.
Considering the aforesaid facts, the Nomination and Remuneration
Committee and the Audit Committee have recommended and the Board of Directors has approved
the appointment of Dr. Vikram V. Kamat, who is been in service of the Company as a Mentor,
as Managing Director of the Company for a period of 3 years from 7th October,
2023, subject to approval of the members. Further, Dr. Vikram V. Kamat was appointed as a
Director till 6th October, 2023. The appointment of Dr. Vikram V. Kamat is
proposed for approval of the members at this 16th Annual General Meeting.
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 read with the Articles of Association of the Company, Dr. Vidhi V. Kamat,
Managing Director is liable to retire by rotation at the forthcoming 16th Annual General
Meeting, and being eligible, has offered herself for reappointment.
Mr. Arun Jain, Non-Executive, Independent Director resigned from the
directorship of the Company with effect from 15th February, 2023, due to personal reasons.
The Board of Directors placed on record its appreciation for his association with the
Company and for his valuable services and guidance.
Key Managerial Personnel:
Mr. Kedar Harchilkar resigned from the office of Chief Financial
Officer of the Company w.e.f. 10th January, 2023 and Mr. Ravindra Shinde was
appointed as Chief Financial Officer of the Company w.e.f. 10th January, 2023.
Mr. Nikhil M. Kapoor resigned from the office of the Company Secretary
and Compliance officer of the Company w.e.f. 17th November, 2022 and Ms. Bhakti Khanna was
appointed as the Company Secretary and Compliance officer of the Company w.e.f. 10th
January, 2023.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
Board of Directors:
Sr. No. Name |
Nature of Directorship |
1. Ms. Nanette D'sa |
Chairperson and Independent Director |
2. Dr. Vidhi V. Kamat |
Managing Director |
3. Mr. Ammin U. Rajqotwala |
Independent Director |
4. Mr. Kurian Chandy |
Non-Executive Non-Independent Director |
5. Dr. Vikram V. Kamat (w.e.f 31st May, 2023) |
Director |
Audit Committee: |
|
Sr. No. Name |
Status in Committee |
1. Ms. Nanette D'sa |
Chairperson |
2. Mr. Ammin U. Rajqotwala |
Member |
3. Mr. Kurian Chandy |
Member |
Nomination and Remuneration Committee: |
|
Sr. No. Name |
Status in Committee |
1. Mr. Ammin U. Rajqotwala |
Chairman |
2. Ms. Nanette D'sa |
Member |
3. Mr. Kurian Chandy |
Member |
Stake Holders Relationship Committee: |
|
Sr. No. Name |
Status in Committee |
1. Mr. Ammin U. Rajqotwala |
Chairman |
2. Ms. Nanette D'sa |
Member |
3. Mr. Kurian Chandy |
Member |
4. Dr. Vikram V. Kamat (w.e.f 31st May, 2023) |
Member |
Board's Sub-Committee: |
|
Sr. No. Name |
Status in Committee |
1. Dr. Vikram V. Kamat (w.e.f 31st May, 2023) |
Chairman |
2. Dr. Vidhi V. Kamat |
Member |
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-2023, 7 (Seven) meetings of the Board of
Directors were held on 13th May, 2022, 30th May, 2022, 3rd
August, 2022, 26th September, 2022, 14th November, 2022, 10th
January, 2023 and 13th February, 2023.
The details of Board Meetings and the attendance of the Directors
thereat are provided in the Corporate Governance Report and not repeated here. The
intervening time gap between two consecutive Meetings of the Board was within the limit
prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One
Hundred and Twenty) days.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from Ms. Nanette D'sa, and
Mr. Ammin U. Rajqotwala Independent Directors of the Company as required under Section
149(7) of the Companies Act, 2013 to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013; that they will
abide by the provisions specified in Schedule IV to the Companies Act, 2013 and that their
names are registered in the data bank as per Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014. The Board has taken on record
the declarations so received from Ms. Nanette D'sa and Mr. Ammin U. Rajqotwala.
BOARD EVALUATION
The formal evaluation of the Board as whole, Independent and
Non-Independent Directors of the Company was done at the respective meetings of
Independent Directors and the Board of Directors each held on 13th February,
2023.
The performance of Ms. Nanette D'sa, Non-Executive Independent
Director was evaluated on the criteria like participation including attendance,
contribution, initiative at Board/Committee Meetings; exercise of objective independent
judgment on strategy, performance; managing relationships with fellow Board members and
senior management; maintenance of confidentiality and independence; adherence to the
applicable code of conduct for independent directors; ethics and integrity; providing
recommendations professionally as per domain knowledge.
The Non-Independent Directors were evaluated at a separate meeting of
Independent Directors in which factors like appropriate guidance to the departmental heads
of the Company, understanding of the business, financial realities, decision making, views
on the governance, financial discipline and other practices, objective assessment on the
plans framed by the executive team and role in formulating and overseeing the corporate
strategy discharge of the duties and responsibilities entrusted, initiative with respect
to various areas and for expansion, expertise towards the operational, strategy and
statutory affairs, risk management and mitigation, commitment and maintaining desirable/
approachable relationship with Board, management team, regulators, bankers, industry
representatives and other stakeholders, integrity and to ensure the financial compliances
and working of the Company were assessed.
Factors like Board structure/ composition with experience,
qualifications and a proper mix of competencies to conduct its affairs effectively,
diversity in terms of gender/background/ competence/experience and interaction of
Committee with the Board, approach of Board toward unforeseen situation, frequency of
meeting, agenda, logistics, relevant information, time allotted, discussion and decision
on agenda items, inputs from the Board members, circulation of minutes and incorporation
of suggestion thereon, communication with the management team, company employees and
others, helpful feedback to management on its requirements, monitoring of policies,
transparency and quality, quantity, and timeliness of the information provided, risk
management, emphasis on corporate governance, initiatives taken to ensure regulatory
compliances were considered for evaluation of the Board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company constantly endeavours to familiarize its Independent
Directors on the functioning of the Company, so that they are aware of the functions of
the Company and their expertise can be utilized for the betterment of the Company. In this
view the Company has conducted Familiarization Programmes to familiarize the Independent
Directors of the Company. Details of the same are disclosed on the website of the Company
and the web link of the same is https://www.kamatsindia.com/policy- kamats-re staurant.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has a Nomination and Remuneration Policy on
Director's and Senior Management Employee's appointment and remuneration
including criteria for determining their qualifications, positive attributes, independence
and other prescribed matters in place. The Remuneration Policy of the Company is divided
into the following headings and the entire policy is available on the website of the
Company https://www.kamatsindia.com/policy-kamats-restaurant;
Introduction
Objective and Purpose of the Policy
Effective date
Definitions
Applicability
General
Matters to be dealt with, perused and recommended to the Board
by the Nomination and Remuneration Committee
Policy for appointment and removal of Director, KMP and senior
management:
- Appointment Criteria and Qualifications
- Term / Tenure
- Evaluation
- Removal
- Retirement
Policy relating to the remuneration for the Whole-time Director,
KMP and senior management personnel
- General
- Remuneration to Whole-Time/ Executive/ Managing Director, KMP and
Senior Management Personnel
- Remuneration to Non- Executive/ Independent Director.
Currently, no compensation is paid to the Non-Executive Directors of
the Company except for the sitting fees as per provisions of Companies Act, 2013.
ANNUAL RETURN
The requirement to annex the extract of annual return in Form MGT 9 is
omitted vide the Companies (Amendment) Act, 2017 read with the Companies (Management and
Administration) Amendment Rules, 2021 effective from 5th March, 2021.
As per Section 92 of the Companies Act, 2013, the copy of annual return
is available on the website of the Company
https://www.kamatsindia.com/annual-return-kamats-restaurant.
COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a duly constituted Internal Complaints Committee as
required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to redress complaints received regarding sexual harassment.
During the year under review, no instance of compliant or report under
the said Act was registered in any of the units including the head office of the Company.
A report of Internal Complaints Committee has been submitted to District Officer as
required under the aforesaid Act.
VIGIL MECHANISM
The Company has established a Vigil Mechanism for directors and
employees to report genuine concerns. The vigil mechanism provides for adequate safeguards
against victimization of person who use Vigil Mechanism and also provide for direct access
to the Chairperson of the Audit Committee.
The details of Vigil Mechanism are displayed on the website of the
Company https://www.kamatsindia.com/policy-kamats-restaurant
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Following are the particulars of loans, guarantees and investments
under Section 186 of the Companies, Act, 2013 of the Company:
(A) Loans and Guarantees provided: - No loans or Guarantees were given
during the year under review. The Company is a co-borrower for the rupee term loan
facility of Rs. 10,00,00,000 availed by Kamats Worldwide Food Services Private Limited
from Axis Finance Limited.
(B) Investments made:
Nature of Investments |
Opening Balance |
Amount Invested during the
year |
Amount Redeemed |
Closing Balance |
Mutual Funds, equity shares, Bonds and Fixed
Deposits with Banks |
461.32 |
1065.64 |
999.73 |
527.23 |
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 Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed to this Board Report as Annexure A'. There
are no loans and advances in the nature of loans from or to the holding company. The
details of other loans and advances are mentioned in notes to accounts and are not
repeated here.
PARTICULARS OF EMPLOYEES
There was no employee who was employed throughout the year or part
thereof and in receipt of remuneration aggregating to Rs. 102 Lakhs p.a. or more or who
was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50
Lakhs p.m. or more.
PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The details related to employees and their remuneration as required
under Section 197(12) and Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) 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 standards have been followed and that there are no material departures.
2. That the selected accounting policies were applied consistently and
the Directors 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 as at 31st March, 2023 and of
the profit and loss of the Company for the financial year ended on that date.
3. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities 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 the Company and the said internal financial controls are adequate and are
operating effectively and;
6. That proper system have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively.
7. That during the year 2022-2023, the Company has complied with the
Secretarial Standard as amended and applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy; |
The Company continued energy conservation efforts during the
year. It has closely monitored power consumption and running hours on day- to-day basis,
thus resulting in optimum utilization of energy. |
(ii) the steps taken by the company for utilizing alternate
sources of energy; |
NIL |
(iii) the capital investment on energy conservation
equipment. |
NIL |
(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 - NIL) |
The Foreign Exchange outgo during the year in terms of actual
outflows. |
NIL (Previous year - 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 remain frozen till the rightful owner of such shares claims the shares - Not
Applicable
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed as Annexure C' of this
Board's Report.
STATUTORY AUDITOR
M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai (FRN:
118424W) were appointed as Statutory Auditors of your Company at the 15 th Annual General
Meeting held on 26th August, 2022 for a term of five consecutive years and as such they
continue to hold the office.
COST RECORDS AND AUDIT
The provisions relating to maintaining of cost record and to conduct
cost audit are not applicable to the Company.
SECRETARIAL AUDITOR
M/s. Pooja Sawarkar and Associates, Practicing Company Secretary,
Mumbai was appointed as the Secretarial Auditor of the Company for Financial Year
2022-2023. In terms of Section 204(1) of the Companies Act, 2013, a Secretarial Audit
Report is annexed as Annexure D' of this Board's Report.
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND
DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS
There are no qualifications, reservations, adverse remarks, disclaimers
or any fraud reported by the Statutory Auditors in their report on Financial Statements
for the Financial Year 2022-23.
There are no qualifications, reservations, adverse remarks and
disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial
Year 2022-23.
INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted Indian Accounting Standards ("IND
AS") from April 01, 2022 with a transition date of April 01, 2021. Accordingly, the
financial statement for the year 2022-23 has been prepared in accordance with IND AS,
prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules
issued thereunder and the other recognised accounting practices and policies to the extent
applicable.
CORPORATE GOVERNANCE
Your Company has been practising the principles of good corporate
governance. In accordance with Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations'), a detailed report on corporate governance is
annexed as Annexure E'. M/s Pooja Sawarkar and Associates, Practising Company
Secretaries, have certified that the Company is in compliance with the requirements of
Corporate Governance in terms of Regulation 34 of the Listing Regulations and the
Compliance Certificate is annexed to the Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 regarding
Constitution of Corporate Social Responsibility (CSR) Committee and spending of at least
2% of average net profit are not applicable to the Company.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
There is no money in the unpaid dividend account which remained
unclaimed or unpaid for a period of seven years from date of transfer of such amount to
the unpaid dividend account and the Company was not required to transfer any such amount
to Investor Education and Protection Fund.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENTS
During the year under review, no application was made or any proceeding
was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.
The repayment of the loan availed from Bank or Financial Institution by
the Company are as per repayment schedule. Hence, question of one time settlement and
difference between valuation done at the time of one time settlement and valuation while
taking loan from Bank/Financial Institution does not arise.
EMPLOYEE RELATIONS
The relations of the management with staff and workers remained cordial
during the entire financial year.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the sincere and
whole hearted co-operation extended by all concerned, particularly Company's bankers,
Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government,
suppliers, clientele and the staff of the Company and look forward to their continued
support. The Directors also thank the members for continuing their support and confidence
in the Company and its management.
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On behalf of the Board of Directors |
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Vidli Restaurants Limited |
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Nanette D'sa |
Dr. Vidhi V. Kamat |
Place: Mumbai |
Chairperson and Independent Director |
Managing Director |
Date: 30th May, 2023 |
DIN: 05261531 |
DIN: 07038524 |
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