To, The Members,
Vikram Kamats Hospitality Limited (Formely Known as Vidli Restaurants Limited)
Dear Members,
The Board of Directors are pleased to present the 18th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31 st March, 2025.
FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:
The financial summary for the year under review is as below:
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
||
| Standalone | Consolidated | Standalone | Consolidated |
|
Total Income |
2,389.80 | 4,031.71 | 1,825.60 |
3,030.07 |
Total Expenses |
||||
(excluding Interest, Depreciation & Taxation) |
2,046.00 | 3,190.94 | 1,644.06 |
2,494.83 |
Profit Before Interest, Depreciation & Taxation |
343.80 | 840.77 | 181.54 |
535.24 |
Less: Interest and Finance Charges (net) |
71.71 | 219.29 | 25.97 |
90.79 |
Less: Depreciation |
191.54 | 519.53 | 48.45 |
195.11 |
Profit Before share of profit (loss) of associates and tax |
80.55 | 101.95 | 107.12 |
249.34 |
Share of profit (loss) from associates using Equity method |
- | (0.50) | - |
- |
Profit Before Tax |
8 | 101.45 | 107.12 .55 |
249.34 |
Add / (Less) Prior Period Adjustment- Income Tax |
- | - | - |
- |
Add / (Less): Provision for current tax |
8.13 | (53.53) | (4.58) |
(55.18) |
Add / (Less) : Deferred tax |
11.82 | 18.81 | (32.55) |
(21.81) |
Profit After Tax |
6 | 66.73 | 69.99 0.60 |
172.35 |
Other Comprehensive Income/(Loss) |
1 | . 2.62 | 6 3.24 |
4 2.00 |
Total Comprehensive Income/(Loss) for the year |
62.24 | 69.35 | 73.23 |
174.35 |
Attributable to |
||||
Shareholders of the Company |
- | 62.74 | - |
158.18 |
Non-controlling interest |
- | 6.61 | - |
16.17 |
STATE OF THE COMPANYS AFFAIRS:
Standalone:
During the year under review, your Company has registered total income of Rs. 2,389.80 Lakhs as compared to Rs. 1,825.60 Lakhs in the previous year i.e. an increase of 30.90% over the previous year.
Further, the Company has earned profit before tax of 80.55 Lakhs as compared to Rs. 107.12 Lakhs in the previous year. Profit before tax was registered low due to initial operating cost of new outlets.
Consolidated:
During the year under review, your Company has registered total income of Rs. 4,031.71 Lakhs as compared to Rs. 3,030.07 Lakhs in the previous year i.e. an increase of 33.06% over the previous year. Further, the Company has earned profit before tax of Rs. 101.45 Lakhs as compared to Rs 249.34 Lakhs in 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 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, The Company operates three outlets under leased model situated at Nariman Point (Mumbai), Vashi (Navi Mumbai) and Malad (Mumbai) are operational under the said model.
As on March 31, 2025, the following are the details of Franchise outlets in operation:
Sr. No. |
Name of Trade Mark | Number of outlets |
1 |
Vithal Kamats / Kamats | 25 |
2 |
Kamats Legacy with premium dining South Indian | 3 |
3 |
Urban Dhaba The Rich Taste of Punjab | 2 |
4 |
Pepper Fry by Kamats | 1 |
The Company had 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.
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.
The Company has taken commercial Shop no. 21, Shop no. 20, Shop no. 8 and Shop no. 7 at Tapovan 2, Tapovan Co-operative Housing Society Limited, 15 Ceat, Bhandup Village Road, Next to WMI Cranes Limited, Bhandup West, Mumbai 400078 on long term lease basis to operate, run, manage and carry out the business of restaurants / and / or to otherwise commercially use the same.
The subsidiary of the Company viz. Vitizen Hotels Limited has acquired approximately 100 Rooms Hotel property situated at Kavi Khabardar Marg, Main Road, Near Jetti, Nani Daman. Once Hotel gets operational the Company expects its Consolidated Business revenue to grow significantly.
The subsidiary of the Company viz. Vitizen Hotels Limited has also acquired right to use Land admeasuring 4.50 acres situated at survey no 372/1/2 admeasuring 1.86.00 hector aar sq mtrs including house no. 252 admeasuring 2790 sq ft and house no. 1588 admeasuring 840 sq ft constructed thereon with RCC Construction and situated at Jambugaon Gram Panchayat, Village Bordi which is close to Vadhvan Port, Taluka Dahanu, District Palghar for the purpose to set up resort and / or to otherwise commercially use the same/ Tourism Business which will be locate near to the upcoming Vadhvan Port. The Vadhvan Port will be the countrys largest container port and will be counted among the worlds deep water ports. It will become an epicenter of trade and industrial development for Maharashtra and India. The Foundation stone was laid by The Honorable Prime Minister Narendra Modi as part of Viksit Bharat initiative.
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 final dividend of 3 percent i.e. Rs. 0.30/- per equity share of Rs. 10/- each for the financial year 2024-25, subject to the approval of the members at this 18th Annual General Meeting of the Company.
TRANSFER TO RESERVES
Your Board does not propose to transfer any amount to reserves during the Financial Year 2024-25 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 Authorized Share Capital of the Company was increased from Rs. 14,00,00,000/- (Rupees Fourteen Crore only) consisting of 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore only) consisting of 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupee Ten) each vide special resolution dated 28th September, 2024.
PREFERENTIAL ISSUE OF WARRANTS
The Company had on 20th July, 2023 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 16th, 2024, 7,65,000 (Seven Lakhs Sixty Five Thousand), March 28th, 2024 2,65,000 (Two Lakhs Sixty Five Thousand), July 26th, 2024 7,70,000 (Seven Lakhs Seventy Thousand) and August 19th, 2024 6,00,000 (Six Lakhs) warrants were converted and Equity Shares of face value of Rs. 10/- each were allotted . All warrants under said issue were fully converted.
Thereafter the Company had, issued fully paid up 17,47,297 Equity Shares of Rs. 10/- each and 19,12,163 warrants 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 within 18 (Eighteen) months from the date of allotment of Warrants on 16th October, 2024 at a price of Rs. 74/- per underlying equity share / Warrant. Rs. 22.20/- i.e 30% per warrant was paid at time of application. On March 17, 2024 and 25th April, 2025 subsequent to receipt of the balance 70% of the warrant issue price @ 51.80/- per warrant, 1,90,000 (One Lakhs Ninety Thousand) warrants and 86,541 (Eighty Six Thousand Five Forty One) warrants were converted and 1,90,000 Equity Shares and 86,541 Equity Shares respectively of face value of Rs. 10/- each were allotted.
The issued, subscribed and paid up share capital of the Company as on 31 st March, 2025 is Rs. 15,16,22,970/- (Rupees Fifteen Crores Sixteen Lakhs Twenty Two Thousand Nine Hundred and Seventy only) divided into 1,51,62,297 (One Crore Fifty One Lakhs Sixty Two Thousand Two Hundred Ninety Seven) Equity Shares of 10/- (Rupees Ten only) each and 17,22,163 warrants are pending conversion.
CHANGE IN NAME OF THE COMPANY
Considering the promoters, line of business, to differentiate the Company with other company(ies) promoted by other family members of the Promoters and to give better representation of the Company, it was considered desirable to change the name of the Company. The members of the Company passed special resolution approving same on 28th September, 2024. On 6th December, 2024 the Company received the fresh certificate of incorporation dated 6th December, 2024 issued by the Registrar of Companies, Mumbai under Section 13(3) of the Companies Act, 2013 with the new name Vikram Kamats Hospitality Limited. Accordingly, the name of the Company stood changed to Vikram Kamats Hospitality Limited from Vidli Restaurants Limited w.e.f. 6th December, 2024.
Further, the BSE Ltd vide Notice dated 23rd December, 2024 has approved the change in the name and symbol of the Company to Vikram Kamats Hospitality Limited and KAMATS respectively, w.e.f. 30th December, 2024.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
Pursuant to the change in the Name of the Company Clause I of the Memorandum of Association and Articles of Association, wherever required, was amended vide special resolution dated 28th September, 2024.
Further, Clause V of the Memorandum of Association pertaining to the Authorized Share capital was also amended vide special resolution dated 28th September, 2024.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The Company has shifted its registered office within the local limit from D-09, Eastern Business District, LBS Road, Bhandup West, Mumbai 400078 to Units No. 5-8 at Tapovan Co-operative Housing Society Ltd., Near Nahur Station, Bhandup West, Mumbai-400078 w.e.f 12th February, 2025.
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, 2025, the Company did not have any joint venture/associate company 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 and 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:
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. Ms. Nanette Dsa was re-appointment as the as Non-Executive Independent Director of the Company for another consecutive term of 5 years as per Section 149 of the Companies Act, 2013 at the previous annual general meeting.
Dr. Vidhi V. Kamat retires by rotation at this Annual General Meeting, and being eligible, offers herself for reappointment. The Board of Directors recommend the reappointment of Dr. Vidhi V. Kamat. Brief details of Dr. Vidhi 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 as on 31st March, 2025:
Sr. No. |
Name |
Nature of Directorship |
1. |
Ms. Nanette Dsa |
Chairperson and Non-Executive |
| Independent Director | ||
2. |
Dr. Vikram V. Kamat |
Managing Director |
3. |
Dr. Vidhi V. Kamat |
Non-Executive Director |
4. |
Mr. Ammin U. Rajqotwala |
Non-Executive Independent Director |
5. |
Ms. Meghna Vihang Makda |
Non-Executive Independent Director |
Audit Committee as on 31st March, 2025:
Sr. No. |
Name |
Status in Committee |
1. |
Ms. Nanette Dsa |
Chairperson |
2. |
Mr. Ammin U. Rajqotwala |
Member |
3. |
Ms. Meghna Vihang Makda |
Member |
Nomination and Remuneration Committee as on 31st March, 2025:
Sr. No. |
Name | Status in Committee |
1. |
Mr. Ammin U. Rajqotwala | Chairman |
2. |
Ms. Nanette Dsa | Member |
3. |
Ms. Meghna Vihang Makda | Member |
Stake Holders Relationship Committee as on 31st March, 2025:
Sr. No. |
Name | Status in Committee |
1. |
Mr. Ammin U. Rajqotwala | Chairman |
2. |
Dr. Vikram V. Kamat | Member |
3. |
Ms. Nanette Dsa | Member |
4. |
Dr. Vidhi V. Kamat | Member |
Boards Sub-Committee as on 31st March, 2025:
Sr. No. |
Name | Status in Committee |
1. |
Dr. Vikram V. Kamat | Chairman |
2. |
Dr. Vidhi V. Kamat | Member |
Allotment Committee as on 31st March, 2025:
Sr. No. |
Name | Status in Committee |
1. |
Dr. Vikram V. Kamat | Chairman |
2. |
Dr. Vidhi V. Kamat | Member |
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-2025, 5 (Five) meetings of the Board of Directors were held on 20th May, 2024, 14th August, 2024, 28th August, 2024, 14th November, 2024 and 12th February, 2025.
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, 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 Dsa, 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 12th February, 2025.
The performance of Non-Executive Independent Directors, including Chairperson was evaluated on the criteria like endeavor to understand the nature and role of independent director, rendering advice to management, providing recommendations professionally as per domain knowledge and experience, heading the Committees constituted by the Board, attendance and participations in the meetings, raising of concerns to the Board, safeguard of confidential information and independence, rendering unbiased opinion and resolution of issues at meetings, adherence to the applicable code of conduct for independent directors;. The Chairperson was additionally evaluated on managing relationships with fellow Board members and senior management and other related factors. ; The same was found to be satisfactory.
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 such as Marketing, sales, HR and operations, 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. The same was found to be satisfactory.
Factors like Board structure/ composition with experience, qualifications and a proper mix of competencies to conduct its affairs effectively, diversity in terms o f 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. The same was found to be satisfactory.
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-restaurant.
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
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 pending/ 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 d etails 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:
(Amount in Lakhs)
Nature of Investments |
Opening Balance | Amount Invested during the year | Amount Redeemed | Re-measurement |
Closing Balance |
|
Mutual Funds, equity shares, Bonds and Fixed Deposits with Banks |
681.87 | 1,643.75 | 1 | ,249.55 | (0.63) | 1 , 2 3 |
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
Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as Annexure - B to the Boards Report.
Further, a statement showing the names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Companie Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and through electronic means. Further in terms of proviso to said Rule 5(3), such particulars shall be available to any shareholder on specific request made by him in writing or e- mail to Company Secretary, at cs@kamatsindia.com.
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, 2025 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 2024-2025, 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 p o wer 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 o n 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 15th Annual General Meeting held on 26th August, 2022 for a term of five consecutive years and 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 2024-2025. In terms of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure D of this Boards Report. M/s. Pooja Sawarkar and Associates is proposed to be appointed for a period of five consecutive years from the date of this general meeting.
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 2024-25.
There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2024-25.
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 2024-25 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, 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 | ||
| Vikram Kamats Hospitality Limited | ||
| Nanette Dsa | Dr. Vikram V. Kamat | |
| Chairperson and Independent Director | Managing Director | |
| DIN: 05261531 | DIN: 00556284 | |
Place: Mumbai |
||
Date: 28th May, 2025 |
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