The Directors are pleased to present the 9th Annual Report together
with the Audited Financial Statement of the Company for the year ended
31st March, 2016.
FINANCIAL SUMMARY
The financial summary for the year under review is as below:
(Amount in Rupees)
Particulars Year ended March
31, 2016 Year ended March
31, 2015
Total Income 4,41,31,991 2,59,07,461
Profit Before Interest,
Depreciation & Taxation 67,16,500 18,51,258
Less: Interest and Finance
Charges (net) 4,888 13,920
Less: Depreciation 2,81,523 1,88,447
Profit Before Tax 64,30,089 16,48,891
Less: Provision for current tax 19,10,000 6,10,000
Add / (Less) : Deferred tax (1,04,943) 55,843
Profit After Tax 44,15,146 10,94,734
Less: Proposed Dividend / Interim
Dividend including tax on dividend 40,28,973 3,60,761
Add / (Less) : Surplus Brought
Forward from previous year 11,06,635 3,72,662
Transfer to reserves NIL NIL
Balance carried over to Balance Sheet 14,92,808 11,06,635
STATE OF THE COMPANY'S AFFAIRS
During the year under review, your Company registered turnover of Rs.
3,86,03,844/- as compared to Rs. 2,44,56,416/- in the previous year
i.e. increase of around 57.85% over the previous year. Further, the
Company has earned profit before tax of Rs. 64,30,089/-as compared to
Rs. 16,48,891/- in the previous year i.e. increase of around 289.96%
over the previous year.
The Company is operating in restaurant sector. The emphasis of
restaurant is mainly on hygienically prepared fresh vegetarian food,
quick service and value for money to the customers. Various training
programs and tools to impart the knowledge necessary to operate
restaurants with highest standards are developed and provided. One of
our key program is Sadhak Chalak Malak, where we develop owners out of
our own staff, by first training them to become managers. The
restaurants operate in formats like dining and highway, Khao-Jao, Mall
and food court.
During the year under review, the Company has opened, under lease
arrangement one outlet located at Kalyan. The Company has also granted
the Franchise of the Trade Mark "VITHAL KAMATS" to 23 new outlets
located in the states of Maharashtra, Gujarat and Madhya Pradesh. With
these outlets, the total number of restaurants operated by the Company
under franchisee has increased to 40 outlets. The total number of
outlets as on 31st March, 2016 are 42. (There were 27 outlets as on
31st March, 2015) i.e. a growth of 55.56% in number of restaurant
outlets as compared to last year. Further, Company has received several
applications and is considering applications from 25 parties for
granting franchise right, which are at different stages. The working of
the Company's restaurant business is encouraging. In view of
in significant contributions, 6 units of the Company were closed during
the year 2015-16.
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.
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 Company at regular intervals monitors the financial, operational,
legal risk to the Company through procedures like audit, inspections
etc. 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.
DIVIDEND
The Company had paid Interim Dividend of Rs. 0.75/- per share (7.5%) to
the members as on 28th December, 2015. Your Directors are pleased to
recommended final dividend of Rs. 0.25 per share (2.5%) for the financial
year ended on 31st March, 2016.
The total dividend for the financial year 2015-16 will be Re. 1.00/- per
share.
CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED
The members of the Company at the extra-ordinary general meeting held
on 7th October, 2015 passed a special resolution for conversion of the
Company from private limited company to public limited company.
Subsequently, the Registrar of Companies, Maharashtra, Mumbai issued a
fresh certificate of incorporation dated 23rd November, 2015 certifying
the conversion of Company into public limited company and that the name
of the Company was changed from 'Vidli Restaurants Private Limited' to
'Vidli Restaurants Limited'.
SHIFTING OF REGISTERED OFFICE ADDRESS
In order to meet the space requirement and keeping in view the expanded
business operations, the registered office address of the Company was
shifted from C-1502, RNA Azzure, Prajakta CHS, Kher Nagar, Bandra
(East) Mumbai 400051 to Office No. 26, Building-1, Ajay Mittal
Industrial Premises Limited, Marol, Andheri (East), Mumbai 400059 w.e.f
7th December, 2015.
INITIAL PUBLIC OFFER
The authorised share capital of the Company was increased on 7th
October, 2015 from Rs. 4,00,00,000/- (Rupees Four Crores Only) to Rs.
5,00,00,000/- (Rupees Five Crores Only) to issue equity shares in the
capital of the Company under Initial Public Offer (Issue) to meet the
business needs of the Company. The Issue of the Company was closed on
5th February, 2016 which received an overwhelming response from retail
as well as non-retail investors. The Issue was subscribed 6.82 times
which was first in history. The Issue was over subscribed and the basis
of allotment was finalized in consultation with the Bombay Stock
Exchange Limited on February 10, 2016. The Company allotted fully paid
up 13,10,000 equity shares of Rs. 10/- each at par on 11th February,
2016 to the eligible applicants. The Equity Shares of the Company were
listed and admitted to dealings on the Small and Medium Enterprise
Platform of Bombay Stock Exchange Limited with effect from 15th
February, 2016.
CHANGE IN CAPITAL STRUCTURE OF THE COMPANY
Subsequent to the aforesaid corporate actions, the authorized share
capital of the Company as on date is Rs. 5,00,00,000/- (Rupees Five
Crores Only) divided into 50,00,000 Equity shares of Rs.10/- each and
issued, subscribed and paid-up capital of the Company is Rs.
4,33,00,000/- (Rupees Four Crores and Thirty Three Lakhs Only) divided
in to 43,30,000 Equity shares of Rs.10/- each.
USE OF PROCEEDS
The proceeds from the Issue of the Company vide prospectus dated 28th
January, 2016 have been utilized / are in process of utilization for
the purpose for which they were raised and there is no deviation in the
utilization of proceeds.
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 year.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
As on 31st March, 2016, the Company did not have any subsidiaries /
joint ventures companies.
The Company has one associate company viz: Idlinow Eventure (India)
Limited.
As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on
the performance and financial position of the associate included in the
consolidated financial statement is provided in Form AOC-1 annexed to
the Financial Statement of the Company and not repeated here.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Arun Jain was appointed as an Additional Director by the Board of
Directors pursuant to Section 161 of the Companies Act, 2013 to hold
the office of Non-Executive Independent Director of the Company w.e.f
24th October, 2015 until the date of 9th Annual General Meeting. Mr.
Arun Jain is proposed to be appointed as Non-Executive Independent
Director at 9th annual general meeting. A brief profile of Mr. Arun
Jain, Director of the Company is given in Annexure II to the Notice of
9th Annual General Meeting.
Ms. Vidhi V. Kamat was re-designated as the Managing Director of the
Company by the Board of Directors and the members of the Company for a
period of five years w.e.f 7th October, 2015. As per Section 152(6) of
the Companies Act, 2013, Ms. Vidhi V. Kamat retires by rotation and
being eligible offers herself for re-appointment as the Managing
Director of the Company.
Further, Mr. Ramnath Pradeep was designated as the Chairman of the
Company w.e.f 28th December, 2015.
During the year, Ms. Payal Barai and Mr. Ravindra Shinde were appointed
as the Company Secretary and Chief Financial Officer of the Company
respectively w.e.f 28th December, 2015.
Mr. Babu A. Devadiga and Mr. Gopalkrishna N. Shenoy ceased to be
Directors of the Company with effect from 20th November, 2015 and 25th
December, 2015 respectively. The Board of Directors placed on record
its thanks for their association with the Company.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF
Board of Directors:
Sr.
No. Name Nature of Directorship
1 Mr. Ramnath Pradeep Chairman and Independent Director
2 Ms. Vidhi V. Kamat Managing Director
3 Mr. Vaibhav Rathi Independent Director
4 Mr. Arun Jain Independent Director
Audit Committee:
Sr.
No. Name Status in Committee
1 Mr. Ramnath Pradeep Chairman
2 Ms. Vidhi V. Kamat Member
3 Mr. Vaibhav Rathi Member
4 Mr. Arun Jain Member
Nomination And Remuneration Committee:
Sr.
No. Name Status in Committee
1 Mr. Arun Jain Chairman
2 Mr. Vaibhav Rathi Member
3 Mr. Ramnath Pradeep Member
Stake Holders Relationship Committee:
Sr.
No. Name Status in Committee
1 Mr. Arun Jain Chairman
2 Mr. Vaibhav Rathi Member
3 Ms. Vidhi V. Kamat Member
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2015-16, 8 meetings of the Board of Directors
were held.
DECLARATION BY INDEPENDENT DIRECTOR
Mr. Vaibhav Rathi, Mr. Arun Jain and Mr. Ramnath Pradeep, Independent
Directors of the Company have given their respective declaration 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 and that they abide by the provisions
specified in Schedule IV to the Companies Act, 2013. The Board has,
taken on record the declarations received from Mr. Vaibhav Rathi, Mr.
Arun Jain and Mr. Ramnath Pradeep.
EVALUATION
The formal evaluation of Board as whole and Non-Independent Director of
the Company and of the Independent Directors of the Company was done at
the respective meetings of Independent Director and Board of Directors
each held on 26th March, 2016.
The criteria on which Independent Directors were evaluated was, inter
alia, attendance and participation in Board Meetings / Committee
Meetings / General Meetings, opinion, judgment, estimate provided on
key agenda items, exercise of objective independent judgment on
strategy, performance, risk management etc. in the best interest of
Company, confirmation of adequacy of internal control on financial
reporting, maintenance of confidentiality of information of the Company
obtained in capacity of Independent Director, initiative to maintain
integrity, ethics and professional conduct, initiative to check conflict
of interest and maintenance of independence, adherence to the
applicable code of conduct for independent directors, managing
relationships with fellow Board members and senior management.
The criteria on which Non-Independent Director of the Company were
evaluated were inter alia, attendance and participation in Board
Meetings / Committee Meetings / General Meetings, knowledge of sector
where company operates, various directions provided in key decision
making of the Company, understanding key risk for the Company and
avoidance of risk while executing functional duties, successful
negotiations / deals, smooth functioning of business / internal
operation, initiative to maintain corporate culture and moral values,
commitment, dedication of time, leadership quality, attitude,
initiatives and responsibility undertaken, decision making,
achievements.
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has conducted Familiarization Programme to acquaint the
Independent Directors of the Company inter alia, about the nature of
the industry in which the Company operates, business model of the
Company, roles, rights, responsibilities of independent directors.
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013 and provisions of
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a policy on Director's, Key
Managerial Personnel and Senior Management Employee's appointment and
remuneration including criteria for determining their qualifications,
positive attributes, independence and other prescribed matters was
formulated and recommended by the Nomination and Remuneration Committee
and adopted by the Board of Directors at their respective meetings held
on 28th December, 2015. The said policy is annexed as Annexure 'A' to
the Board's Report. The said policy is also posted on the website of
the Company www.kamatsrestaurants.com. 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.
COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted Internal Complaints Committee under and as
per the Sexual 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 was registered in any of the units of the Company.
VIGIL MECHANISM
The Company has established a Vigil Mechanism for directors and
employees to report genuine concerns. The vigil mechanism provide for
adequate safeguards against victimization of person who use Vigil
Mechanism and also provide for direct access to the Chairman of the
Audit Committee.
The details of Vigil Mechanism is displayed on the website of the
Company www.kamatsrestaurants.com.
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 provided:
(Amount in Rs.)
Sr. Name Opening
Balance Amount of Loans
Given Amount Of Closing
Balance
No. During The Year Repayment
1 Kamat Holiday
Resorts 96,15,000 2,34,50,000 0 3,30,65,000
(Silvassa)
Limited
(B) Guarantees:
No Guarantees were given during the year under review.
(C) Investments made:
(Amount in Rs.)
Nature of
Investments Opening
Balance Amount Invested Amount
Redeemed Closing
Balance
during the year
Mutual Funds,
Bonds and Fixed 3,21,02,809 6,93,49,000 7,72,44,175 2,51,34,000
Deposits with
Banks
PARTICIULARS 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 'B'. The Company do not have any holding or subsidiary company
hence disclosure under A of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable.
PARTICULARS OF EMPLOYEES
There was no employee who was employed throughout the year or part
thereof and in receipt of remuneration aggregating to Rs. 60,00,000/-
p.a. or more or who was employed for part of the year and in receipt of
remuneration aggregating to Rs.5,00,000/- 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) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are mentioned in
Annexure 'C' to this Board's Report. Disclosure under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable as no employee falls under the threshold
provided therein.
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 on 31st March, 2016 and of the profit 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 systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and are operating effectively.
CONSERVATION OF ENERY, 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)- (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
NIL
(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
the Foreign Exchange outgo during the year in terms of actual outflows:
NIL
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT
Aggregate number of Number of
shareholders who Number of
shareholders
to Aggregate number
of
shareholders and the
outstanding approached listed
entity for whom shares
were
transferred shareholders and
the outstanding
shares in the
suspense account transfer of
shares from
suspense from suspense
account
during shares in the
suspense account
lying at the
beginning of the
year account during
the year the year 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
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 as required under Section
134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is annexed to this Board's
Report as Annexure 'D'.
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 'E'of Board's Report.
STATUTORY AUDITOR
M/s. VBG & Co, Chartered Accountants who were appointed as the
Statutory Auditors of the Company, resigned from the office of statutory
auditors as they do not fulfill the condition of peer review as per
Regulation 33(1)(d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
To fill the casual vacancy caused by resignation of the statutory
auditor, the Board of Directors of the Company appointed M/s. P.D.
Saraf & Co. Chartered Accountants, Mumbai as the Statutory Auditors of
the Company for the Financial Year 2015-16 pursuant to Section 139(8)
of the Companies Act, 2013. The approval of members for the said
appointment is proposed in this meeting.
M/s. P.D. Saraf & Co., Chartered Accountants, Mumbai holds the office
until the conclusion of the 9th Annual General Meeting and being
eligible offers themselves for appointment. The Company has received a
certificate from the Auditors to the effect that their appointment, if
made, would be in accordance with the provisions of Section 139 and 141
of the Companies Act, 2013. The Directors recommend their appointment
as the Statutory Auditors for a period of fve years from the conclusion
of this Annual General Meeting on remuneration to be decided by the
Board of Directors of the Company. Their appointment, if required,
shall be ratified at every annual general meeting.
SECRETARIAL AUDITOR
M/s. Pooja Sawarkar and Associates, Practicing Company Secretaries,
Mumbai was appointed as the Secretarial Auditor of the Company for
Financial Year 2015-16.
In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial
Audit Report is annexed as Annexure 'F' of Board's Report.
CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform is
exempted from provisions of corporate governance as per Regulation 15
of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Hence no corporate
governance report is disclosed in this Annual Report. It is pertinent
to mention that the Company follows majority 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
regarding constitution of Corporate Social Responsibility (CSR)
Committee and spending of at least 2% of average net profit are not
applicable to the Company.
EMPLOYEE RELATIONS
The relations of the management with staff and workers remained cordial
during the entire 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.
On Behalf Of The Board Of Directors
Vidli Restaurants Limited
Ramnath Pradeep Vidhi V.Kamat
Chairman and Independent Director Managing Director
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