Pecos Hotels & Pubs Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 15th Annual Report and the Companys Audited Accounts for the Financial Year ended March 31, 2020.

1. FINANCIAL RESULTS:

( Rs. in lakhs)
Particulars 2019-2020 2018-2019
Revenue from Operations 811.17 747.88
Other Income 4.76 4.00
Total Revenue 815.93 751.88
Less: Total Expenses 774.34 693.12
Profit before tax 41.59 58.76
Tax Expenses 11.22 17.99
Profit after tax 30.37 40.77
Earning per equity share- Basic & Diluted 2.32 3.11

2. DIVIDEND:

In view of the rapid expansion of the Company it would be prudent to reinvest the profit into the Company at this stage. In view of this Directors have not recommended any dividend on equity shares for the year under review.

3. REVIEW OF OPERATIONS:

During the year under review, Revenue from Operations of the Company was Rs.811.17 Lakhs as compared to Rs.747.88 Lakhs in the corresponding previous year. The Company earned a profit after tax of Rs.30.37 lakhs as compared to Rs.40.77 lakhs in the previous year. The Companys reserve and surplus increased from Rs.296.55 Lakhs to Rs.311.13 Lakhs.

4. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10 each. The paid up share capital of the Company is Rs. 130.98 Lacs. Divided into 13,09,875 equity shares of Rs. 10/- each

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:

As on date the Company does not have any subsidiary, joint venture or associate company.

7. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financial year.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, guarantees or Investments, if any, covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such orders have been passed by the Regulators/Courts or Tribunals which can impact the going concern status and companys operation in future.

10. DETAILS OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of Energy:

The Company requires energy for the purpose of general lighting , adequate measures for the conservation of energy are being undertaken by the Company through the exercise of general checks and controls.

(b) Research and Development:

The company has made efforts to develop food preparation practices that minimize the use of energy

(c) Technology Absorption, Adaption and Innovation:

(i) Efforts made:

The company has implemented food preparation techniques of the highest standard and proper storage facility to control the wastage of raw materials and semi prepared food and also efforts are made to develop the process that reduce energy consumptions.

(ii) Benefits derived as a result of above efforts:

The above efforts resulted in client enjoying a better quality product that is delivered to them quicker and also resulted in reduction of cost of production and enhancing higher margin.

(d) Foreign Exchange Earnings and outgo:

Your company does not have any foreign exchange earnings and outgo during the year under review.

11. EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in MGT-9 is attached herewith as Annexure I.

12. RISK MANAGEMENT:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. In the opinion of the Board there are no risks which would threaten the existence of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your Company has varied executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Liam Norman Timms (DIN: 06453032) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Mr. Jimmy Kuruvila, Executive Director & CEO of the Company has resigned with effect from 11th February 2020. The Board placed on record its appreciation for the assistance and guidance provided by Mr. Jimmy Kuruvila during his tenure as the Executive Director & CEO of the Company.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Liam Norman Timms- Whole-Time Director, Mr. Pradosh Dhanaraj- Executive Director, Mr. Shailesh B. M., Chief Financial Officer and Mr. Rajiv Kumar Sharma as Company Secretary under Key Managerial Personnel of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Members of the Company on 25th March, 2015 approved the appointment of Mr. Koilpillai Joseph Davaraj, Mr. Lloyd John Pereira and Ms. Nina Nayar as Independent Directors of the Company for a period of five years with effect from 25th March, 2015. Mr. Koilpillai Joseph Davaraj, Mr. Lloyd John Pereira and Ms. Nina Nayar have completed their respective terms on 24th March, 2020.

In the opinion of the Board, Mr. Davaraj, Mr. Pereira and Ms. Nayar fulfill the conditions specified in the Act, the Rules thereunder and the Listing Regulations 2015 for reappointment as Independent Directors and they are independent of the management of the Company.

Consents for re-appointment as Independent Directors have been received by the Company from Mr. Davaraj, Mr. Pereira and Ms. Nayar under the Act.

Mr. Koilpillai Joseph Davaraj, Mr. Lloyd John Pereira and Ms. Nina Nayar have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

15. MEETING OF BOARD OF DIRECTORS:

During the year under review, 9 Board Meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

SR.NO Date on which board Meetings were held
1 20-April -2019
2 17-May-2019
3 13-June-2019
4 29-June-2019
5 2-September-2019
6 11-November-2019
7 15-January-2020
8 12-February-2020
9 21-March-2020

16. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year 31st March, 2020 and of the profit and loss of the company for that period;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY:

Since the Companys Net worth does not exceed Rs.500 crores or the Companys turnover does not exceed Rs.1000 crores or the Companys Net Profit does not exceed Rs.5 Crores for any Financial Year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of the Companies Act, 2013 is furnished in form AOC-2 is attached herewith as Annexure II.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No cases filed during the financial year and their disposal under the Act.

20. VIGIL MECHANISM POLICY

Your Company has established a reputation for conducting business with integrity and has zero tolerance for any act /form of unethical behavior. In view of this, The Audit Committee of the Board oversees the functioning of this policy. Details of this policy is available on the companys website at www.pecospubs.com

21. AUDITORS:

Pursuant to provisions of section 139 of the Companies Act, 2013 and the rules framed there under, M/s Phillipos & Co., Chartered Accountants were appointed as Statutory Auditors of the company at the Extraordinary General Meeting of the company held on 5th June 2020 subject to approval by the shareholders at the Annual General Meeting held on 3rd September, 2020 of the Company for a term of five consecutive years.

22. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditors report and secretarial auditors report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure III which forms part of this report.

23. CORPORATE GOVERNANCE

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-IV.

Certificate from the Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under the SME Listing Agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.

24. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is given as an Annexure V which forms part of this report.

25. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in operation was observed.

26. BOARD EVALUATION:

The Board has carried out an evaluation of its own performance, the directors individually as well as the working of its Committees.

27. USE OF PROCEEDS:

The proceeds from the Issue of the Company stated in the Prospectus/ Offer Document has been fully utilized for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

28. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER / PARTICULAR OF EMPLOYEES:

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Directors Ratio to median remuneration
Executive Directors
Mr. Liam Norman Timms 3.01:1
Mr. Jimmy Kuruvila 9.45:1
Mr. Pradosh Dhanaraj 2.77:1

For this purpose, sitting fees paid to the directors has not been considered as Remuneration.

b. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year:

Name Designation % Increase/ Decrease
Mr. Liam Norman Timms Whole-time Director 42.86 %
Mr. Jimmy Kuruvila Director & CEO 8 %

c. the percentage increase in the median remuneration of employees in the financial year: NIL

d. the number of permanent employees on the rolls of company: 28

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL

f. The key parameters for any variable component of remuneration availed by the directors: Not Applicable

g. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the remuneration policy of the Company.

29. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Banks and all statutory and non statutory agencies for their cooperation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and on behalf of the Board
Liam Norman Timms
Whole Time Director
(DIN:06453032)
Date: 11.08.2020
Place: Bengaluru