To,
The Members,
Vidli Restaurants Limited.
Dear Members,
The Board of Directors are pleased to present the 17th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:
The financial summary for the year under review is as below:
(Amount in Lakhs)
STATE OF THE COMPANY'S AFFAIRS:
Standalone:
During the year under review, your Company has registered total income of Rs. 1,823.54 Lakhs as compared to Rs. 1,758.01 Lakhs in the previous year i.e. an increase of 3.73% over the previous year. Further, the Company has earned profit before tax of Rs. 107.12 Lakhs as compared to Rs. 100.72 Lakhs in the previous year i.e. an increase of 6.35% over the previous year.
Consolidated:
During the year under review, your Company has registered total income of Rs. 3,021.35 Lakhs as compared to Rs. 2,607.56 Lakhs in the previous year i.e. an increase of 15.87% over the previous year. Further, the Company has earned profit before tax of Rs. 249.34 Lakhs as compared to Rs. 216.47 Lakhs in the previous year i.e. an increase of 15.18% over the previous year.
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 " Vithal Kamats / 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 ‘Kamats Legacy' with premium dining space through which variety of South Indian dishes from all Southern states of India were introduced is expected to further boost the turnover. Presently, one owned outlet at Bhandup and other two under leased model situated at Nariman Point (Mumbai) and Vashi (Navi Mumbai) are operational under the said model.
As on March 31, 2024, the following are the details of Franchise outlets in operation:
• The Company had entered in an arrangement with Kamats Worldwide Food Services Private Limited(Formerly known as Conwy Hospitality 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.
Considering the potential to tap more business and generate revenues and profitability, consent for expansion of the property at Silvassa was provided by Kamats Worldwide Food Services Private Limited wherein the number of rooms at the said property were proposed to be added in phased manner.
• Kamats Hospitality Academy of Skill (KHAS) is a new initiative of the Company to address the concern of skilled labour and provide appropriate training and jobs to the youth in the sector of Hospitality. It allows the youth coming from all walks of life to achieve the right education and start earning while they are still learning and thereafter be employed.
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 final dividend of 3 percent i.e. Rs. 0.30/- per equity share of Rs. 10/- each for the financial year 2023-24, subject to the approval of the members at this 17th Annual General Meeting of the Company.
TRANSFER TO RESERVES
Your Board does not propose to transfer any amount to reserves during the Financial Year 2023-24 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.
PREFERENTIAL ISSUE OF WARRANTS
The Company had, issued fully convertible warrants by way of preferential issue on Private Placement basis upto 24,00,000 at a price of Rs. 50/- (Rupees Fifty only) per underlying equity share / Warrant aggregating to Rs. 12,00,00,000 (Rupees Twelve Crores Only) entitling to apply for and get allotted one equity share of the face value of Rs. 10/- (Rupees Ten) each fully paid-up against every Warrant held (Warrants) within 18 (Eighteen) months from the date of allotment of Warrants. Rs. 12.50/- per warrant was paid at time of application.
On January 16, 2024, 7,65,000 (Seven Lakhs Sixty Five Thousand) warrants were converted and Equity Shares of face value of Rs. 10/- each were allotted .
Thereafter on March 28, 2024 2,65,000 (Two Lakhs Sixty Five Thousand) warrants were converted and Equity Shares of face value of Rs. 10/- each were allotted .
Equity Shares have been allotted pursuant to receipt of the balance 75% of the warrant issue price @ ? 37.50/- per warrant.
SHARE CAPITAL:
The Authorized Share Capital of the Company was increased from Rs. 11,00,00,000/- (Rupees Eleven Crore only) consisting of 1,10,00,000 (One Crore and Ten Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 14,00,00,000/- (Rupees Fourteen Crore only) consisting of 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/- (Rupee Ten) each vide special resolution dated 13th June, 2023.
ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
Subsequent to the change in the Authorized Share Capital of the Company, Clause V of the Memorandum of Association pertaining to the capital was also amended vide special resolution dated 13th June, 2023.
USE OF PROCEEDS
The proceeds generated from the issue of warrants / converted equity share have been utilized for the purpose for which they were raised and disclosed in offer documents and there is no deviation in the utilization of proceeds.
SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March, 2024, the Company did not have any joint venture/associate company and has one subsidiary, namely, Vitizen Hotels Limited. During the year, the Company ceased to be the subsidiary of VITS Hotels Worldwide Private 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:
Members of the Company approved the appointment of Mr. Ammin U. Rajqotwala as Non-Executive Independent Director of the Company vide special resolution dated 13th April, 2023.
Ms. Meghna Vihang Makda was appointed as an Additional Director to hold the office of NonExecutive, Independent Director, on the Board of the Company for a period of 5 (five) years commencing from 9th February, 2024. The members of the Company at its Extra Ordinary General Meeting held on 9th March, 2024, accorded approval for appointment of Ms. Meghna Vihang Makda as a Director of the Company to hold the office of Non-Executive Independent Director by passing a special resolution. The Board of Directors have opined that the integrity, expertise, experience including proficiency of Ms. Meghna Vihang Makda is beneficial to the Company.
The tenure of appointment of Ms. Nanette D'sa as Non-Executive Independent Director of the Company will be ending on 9th February, 2025 and she is proposed to be re-appointment for another consecutive term of 5 years as per Section 149 of the Companies Act, 2013 which provides that an independent director shall be eligible for re-appointment on passing of a special resolution by the Company.
Mr. Kurian Chandy, Non-Executive Director resigned from the directorship of the Company with effect from 21st May, 2024, due to personal reasons. The Board of Directors placed on record its appreciation for his associations with the Company and for his valuable services and guidance.
The tenure of appointment of Dr. Vidhi V. Kamat as Manging Director expired and at the 16th Annual General Meeting, the Company has appointed her as Non-Executive Director. Dr. Vikram V. Kamat has been re-designated as Managing Director w.e.f 7th October, 2023.
Dr. Vikram V. Kamat (DIN: 00556284), retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommend the reappointment of Dr. Vikram V. Kamat. Brief details of Dr. Vikram Kamat are given in the Annexure II of the Notice of this AGM.
Key Managerial Personnel:
During the period under review there is no change in Key Managerial Personnel.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
Board of Directors:
Audit Committee:
Nomination and Remuneration Committee:
Stake Holders Relationship Committee:
Board's Sub-Committee:
Allotment Committee:
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-2024, 7 (Seven) meetings of the Board of Directors were held on 30th May, 2023, 13th June, 2023, 20th July, 2023, 14th August, 2023, 9th November, 2023, 30th January, 2024 and 9th February, 2024.
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, Mr. Ammin U. Rajqotwala and Ms. Meghna Vihang Makda 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, Mr. Ammin U. Rajqotwala, and Ms. Meghna Vihang Makda.
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 9th February, 2024.
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
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 respective District Officer(s)/appropriate authority(ies) 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.
(B) Investments made:
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. 102.00 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 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, 2024 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 2023-2024, 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-
(B) Technology absorption-
(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual inflows during the year;
The Foreign Exchange outgo during the year in terms of actual outflows.
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
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 2023-2024. 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 2023-24.
There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2023-24.
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 2023-24 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.