To,
The Members,
Grill Splendour Services Limited
(Formerly Known as Grill Splendour Services Private Limited)
The Directors have pleasure in presenting the Fifth (5th) Annual Report of the Company together with the Audited Financial
Statements for the year ended March 31, 2024.
1. INITIAL PUBLIC OFFERING
Your directors are pleased to inform you that the Company had successfully completed its Initial Public Offering of 13,72,800
Equity Shares of Rs. 10/- each for cash at a premium of Rs. 110/- per share aggregating to Rs. 1647.36 lacs.
The main objects of the IPO were Funding of additional Working capital requirements, Pre-payment/Repayment, in full or
part, of certain outstanding borrowings availed by the Company and other General Corporate Purposes.
2. FINANCIAL PERFORMANCE: a. FINANCIAL RESULTS:
The Company's performance during the year ended March 31, 2024 as compared to the previous financial year, is summarized below: (Amount in Thousand)
b. BUSINESS AND OPERATIONS:
BUSINESS
The Company was incorporated as Grill Splendour Services Private Limited on November 29, 2019 under the Companies Act, 2013. The status of the Company was changed to public limited and the name of our Company was changed to Grill Splendour Services Limited vide Special Resolution dated August 14, 2023 pursuant to conversion of the Company into public limited Company. The fresh certificate of incorporation consequent to conversion was issued on September 06, 2023 by the Registrar of Companies, Mumbai.
The Company is primarily engaged in the restaurant and cafe services and specialized in Cakes & Pastries, snacks, Chocolates and other food items. It operates through a chain of gourmet Bakery and Patisserie spread across Mumbai through 20 retail stores, a centralized production facility and multiple corporate clients. Out of these 20 retail stores, 5 stores are running under the franchisee model (franchisee owned, and company operated) and rest 15 stores are owned by the Company.
OPERATIONS
The Company earned total income of Rs. 1,34,652/- (in thousand) as compared to Rs. 1,52,935/- (in thousand) in the
previous financial years.
The Company has incurred total expenses of Rs. 1,37,192/- (in thousand) in the current financial year as against Rs. 1,28,040/- (in thousand) in the previous financial year. Lastly, the Company has incurred a net loss of Rs. 2,375/- (in thousand), during the year under review as compared to net profit of Rs. 19,911/- (in thousand) in the previous years.
c. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the Company.
d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review, our Company did not have any Subsidiaries, Associate and Joint Venture Company. No
Company has become or ceased as Subsidiary, Associate and Joint Venture, during the year under review.
e. DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses, our Directors have not recommended
any dividend for the financial year under review.
f. TRANSFER TO RESERVES:
In view of loss incurred during the year under review, our Directors have not recommended transfer of any amount to
reserves.
g. REVISION OF FINANCIAL STATEMENT:
During the year under review, there was no revision of the financial statements pertaining to previous financial years.
h. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act, 2013 ('the Act') read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.
i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and date of this Report.
j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
An adequate internal control system commensurate with the nature of the Company's business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the
going concern status and the Company's operations in future.
l. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No contracts or arrangements with related party were entered into by the Company pursuant to the provisions of Section 188 of the Companies Act, 2013 during the year under review. Accordingly, disclosure in Form AOC-2 is not required to be given.
m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
Your Company has not granted any loans, provided any guarantees, made investment or provided securities with respect
to the guarantee during the period under review as per the provisions of Section 186 of the Companies Act, 2013.
n. SHARE CAPITAL:
During the year under review, the Authorized Share Capital of the Company was increased from INR 1,00,000/-(Rupees One Lakhs only) divided into 10,000 (Ten Thousands) Equity Shares of INR 10/- (Rupees Ten only) each to INR 5,50,00,000/- (Rupees Five Crore and Fifty Lakhs only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of INR 10/ - (Rupees Ten only).
During the year under review, the Company had issued 15,00,000 (Fifteen Lacs) Equity Shares of INR 10/- (Rupees Ten each) as Bonus to the existing shareholders of the Company in the ratio of new 150 Equity Shares of Rs. 10/- each for every Equity Share of Rs. 10/- each held as on the Record Date.
Further, the Company had also issued and offered 23,25,400 (Twenty-Three Lakhs Twenty-Five Thousand and Four Hundred) Equity Shares of Rs. 10/- each for Cash aggregating to Rs. 2,32,54,000 /- (Rupees Two Crore Thirty-Two Lakh and Fifty-Four Thousand Only) on Rights basis to the existing shareholders of the Company in the ratio of 154 (One Hundred and Fifty-Four) new Equity Shares for every existing 100 (One Hundred) fully paid-up Equity Shares held.
o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no details w.r.t. the same are furnished.
3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act. Presently the Board consist of Six (6) Directors comprising of Two Executive Directors (including woman director), One (1) Non-Executive Director and Three (3) Independent Directors. The Chairperson of the Company is an Executive Director.
Changes during the year
During the year under review the Company broad base its Board as suitable to the Listed Public Company with induction of One (1) Non-Executive Director and Three (3) Independent Directors. Further, the members of the Company, had during the year under review, appointed the Managing Director and Whole-time Director for a period of five years.
The details of the present Board Members are:
1. Mr. Srinidhi V. Rao (DIN: 08626008) was appointed as the Managing Director of the Company for a period of 5 (five) years commencing from July 01, 2023 to June 30, 2028;
2. Ms. Vandana Rao (DIN: - 06395396) was appointed as the Whole-Time Director of the Company for a period of 5(five) years commencing from July 01, 2023 to June 30, 2028;
3. Mr. Vivek Vijaykumar Sood (DIN:- 08220608) was appointment as the Non-Executive Director of the Company on June 27, 2023;
4. Mr. Anil Kumar Safaya (DIN:10220098) was appointed as Non-Executive Independent category w.e.f. September 08, 2023 to hold office for a term up to Five (5) consecutive years from the date of appointment;
5. Mr. Ravi Ramesh Tharani (DIN:10219704) was appointed as Non-Executive Independent category w.e.f. September 08, 2023 to hold office for a term up to Five (5) consecutive years from the date of appointment;
6. Mr. Sunil Bhatia (DIN: 10219697) was appointed as Non-Executive Independent category w.e.f. September 08, 2023 to hold office for a term up to Five (5) consecutive years from the date of appointment;
KEY MANAGERIAL PERSONNEL:
During the year under review, Ms. Nikita Jawar (ACS: 50864) appointed as Company Secretary & Compliance Officer of the
Company w.e.f. July 17, 2023 and subsequently resigned w.e.f. June 14, 2024;
Further, Mr. Mandar Vishnu Parkar was appointed as the Chief Financial Officer of the Company w.e.f June 27, 2023;
b) DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from Independent Directors under Section 149(7) of the Companies Act, 2013
confirming their independence vis-a-vis the Company as provided under Section 149(6) of the Companies Act, 2013.
4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND ITS POLICIES: a. BOARD MEETINGS:
The Board of Directors met 11 (Eleven) times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
b. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable; b. such accounting policies have been selected and 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 March 31, 2024 and of the loss of the Company for the year ended on that date;
c. proper and sufficient care was 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;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. COMMITTEES:
During the year under review, mandatory committees of the Board were formed.
AUDIT COMMITTEE:
The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013, as amended from time to time.
The composition of the Audit Committee as on March 31, 2024 was as under:
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 as amended from time to time.
The composition of the Committee as on March 31, 2024 was as under:
STAKEHOLDER RELATIONSHIP COMMITTEE
The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the Section 178(5) of the Companies Act, 2013 as amended from time to time.
OPERATION COMMITTEE:
d. POLICIES:
During the year under review, the Company framed following policies:
1. Policy on Whistle Blower Policy & Vigil Mechanism;
2. Code of Practices and Procedures for Fair Disclosure of UPSI;
3. Code of Conduct to regulate, monitor and reporting trading by its Designated Persons and others;
4. Policy for determination of Material Event and Disclosure;
5. Policy of Nomination and Remuneration Policy and
6. Policy on Preservation and Archival of Documents.
The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The extract of the Policy approved and adopted by the Board is available on the website of the Company at www.birdys.in.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a 'Vigil Mechanism Policy' for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit
Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy/ procedure and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making.
e. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.
In a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors.
Performance evaluation of both the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.
f. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE
5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-I.
In terms of Section 136(1) of the Act, details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection. Any member interested in obtaining a copy of the same may write to Company at ipo@birdys.in from their registered e-mail address..
5. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. STATUTORY AUDITORS: Changes in the Auditors i) M/s. R K A M & Co., Chartered Accountants, Mumbai (FRN: 119215W), resigned as the Statutory Auditors of the Company via Resignation Letter dated April 25, 2023 with effect from the conclusion of the 4th Annual General Meeting; ii) M/s. Sanjay Kabra & Associates, Chartered Accountants (FRN: 143082W) as the Statutory Auditors of the Company to fill in the casual vacancy caused by resignation of Statutory Auditors. However, the said Firm also resigned from July 16, 2023; iii) M/s. Sen & Ray, Chartered Accountants (FRN: 303047E) appointed as the Statutory Auditors of the Company to fill in the casual vacancy caused by resignation of Statutory Auditors till the conclusion of the ensuing General Meeting.
Necessary resolution in terms of the provisions of Section 139 of the Companies Act, 2013, for the appointment of M/ s. Sen & Ray, Chartered Accountants for the period of Five years is proposed for the approval of members at the ensuing Annual General Meeting.
b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2024:
The Statutory Auditors have issued submitted Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the year ended March 31, 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act.
c. FRAUD REPORTING:
During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies
(Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors during the course of the audit.
6. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended March 31, 2024 made under the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Company's website at www.birdys.in
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Conservation of Energy:
Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient premises, processes and other equipments. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy. The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities; i. Steps taken by company for utilizing alternate sources of energy: NIL ii. Capital investment on energy conservation equipment's: NIL
2. Technology Absorption: NA i. Major efforts made towards technology absorption: The Company has not entered into any technology agreement or collaborations. ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None iii. Information regarding imported technology (Imported during last three years): The Company has not imported any technology during the last three years. (iv) Expenditure incurred on research and development: None
3. During the year under review, the Company has neither earned nor used any foreign exchange. c. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions of Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies
Act, 2013, were not applicable to the Company during the Financial Year 2023-24.
d. COST AUDITORS:
The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
e. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.
f. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Management Discussion and Analysis Report is marked as Annexure II and forms part of this Report.
g. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
h. GENERAL:
The Directors states that, no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the same during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise;
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
3. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.
4. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.
5. Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.
In addition, Your Directors also placed on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub-contractors, consultants, clients and employees of the Company.