vidli restaurants ltd Directors report

To,

The Members,

Vidli Restaurants Limited.

Dear Members,

The Board of Directors are pleased to present the 16^th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st 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 COMPANYS 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 Companys 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 1^st 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 3^rd 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 15^th 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 Boards 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 7^th 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 19^th 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 31^st 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 13^th 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 22^nd 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 7^th October, 2023, subject to approval of the members. Further, Dr. Vikram V. Kamat was appointed as a Director till 6^th October, 2023. The appointment of Dr. Vikram V. Kamat is proposed for approval of the members at this 16^th 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. 10^th January, 2023 and Mr. Ravindra Shinde was appointed as Chief Financial Officer of the Company w.e.f. 10^th 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 Dsa	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 Dsa	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 Dsa	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 Dsa	Member
3. Mr. Kurian Chandy	Member
4. Dr. Vikram V. Kamat (w.e.f 31st May, 2023)	Member
Boards 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 13^th May, 2022, 30^th May, 2022, 3^rd August, 2022, 26^th September, 2022, 14^th November, 2022, 10^th January, 2023 and 13^th 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 Dsa, 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 Dsa 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 13^th February, 2023.

The performance of Ms. Nanette Dsa, 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 Directors and Senior Management Employees 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 Boards 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 Boards 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 Boards 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 Companys 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
	Nanette Dsa	Dr. Vidhi V. Kamat
Place: Mumbai	Chairperson and Independent Director	Managing Director
Date: 30th May, 2023	DIN: 05261531	DIN: 07038524