Dear Members,
Your directors are pleased to present the 18th Annual
Report and the Company?s Audited Accounts for the Financial Year ended March
31, 2023.
7. FINANCIAL RESULTS:
( in lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from Operations |
881.58 |
315.93 |
| Other Income |
9.69 |
1.80 |
| Total Revenue |
891.27 |
317.73 |
| Less: Total Expenses |
762.35 |
330.87 |
| Profit/(Loss) before tax |
128.92 |
(13.14) |
| Tax Expenses |
12.71 |
0.78 |
| Profit after tax |
116.21 |
(13.92) |
| Earning per equity share- Basic & Diluted |
8.87 |
(1.06) |
8. DIVIDEND:
The Board of Directors decided to recommend dividend of Rs. 3 per share
i.e 30% on shares of face value of Rs. 10 Each.
9. REVIEW OF OPERATIONS:
During the year under review, Revenue from Operations of the Company
was Rs. 881.58 Lakhs as compared to Rs. 315.93 Lakhs in the corresponding previous year.
The Company earned a profit of Rs. 128.92 lakhs as compared to loss of Rs. 13.14 lakhs in
the previous year. The Company?s reserve and surplus increased from Rs. 230.40 Lakhs
to Rs. 346.60 Lakhs.
10.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.
11.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 Lakhs. 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.
12.SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:
As on date the Company does not have any subsidiary, joint venture or
associate company.
13.CHANGES IN NATURE OF BUSINESS:
There is no significant change made in the nature of the company during
the financial year.
14.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.
15.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 company?s operation in future.
16.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.
17. 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 IV.
18.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. Pradosh Dhanraj (DIN: 08424421)
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.
As required under Section 203 of the Companies Act, 2013, the Company
has Mr. Liam Norman Timms- Whole-Time Director, Mr. Pradosh Dhanraj- 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:
Pursuant to provisions of Section 149 of the Companies Act, 2013, Ms.
Nina Nayar, Mr. Koilpillai Joseph Davaraj and Mr. Lloyd John Pereira were re-appointed as
an Independent Directors at the Annual General Meeting of the Company held on September
03, 2020. The terms and condition of appointment of Independent Directors are as per
Schedule IV of the Companies Act, 2013. They 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, 6 Board Meetings were held. The
intervening gap between the meetings were within the period prescribed under the Companies
Act, 2013
| SR.NO |
Date on which board
Meetings were held |
| 1 |
20-April -2022 |
| 2 |
05-May-2022 |
| 3 |
14-July-2022 |
| 4 |
30-August-2022 |
| 5 |
10-November-2022 |
| 6 |
15-February-2023 |
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, 2023 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 Company?s Net worth does not exceed Rs. 500 crores or
the Company?s turnover does not exceed Rs. 1000 crores or the Company?s 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 V.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment at the
workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made there under,
the Company has constituted an Internal Compliant Committee (ICC) in Corporate Office.
During the year, the ICC received no complaints from the Company. Details of this policy
is available on the company?s website at www.pecospub.com.
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 company?s website at www.pecospub.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. Pursuant to the amendments made to Section 139 of the Companies
Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the
requirement of seeking ratification of the Members for the appointment of the Statutory
Auditors has been withdrawn from the Statute.
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 VI 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-
VII.
24. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is given as an Annexure
VIII 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 Executive Directors
|
Ratio to median remuneration |
| Mr. Liam Norman Timms |
5.34:1 |
| Mr. Pradosh Dhanraj |
3.01:1 |
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) |
|
Whole-time |
44.26% |
| Mr. Liam Norman Timms |
|
|
|
Director |
|
| Mr. Pradosh Dhanraj |
Executive |
62.84% |
|
Director |
|
| Mr. Shailesh BM |
Chief |
70.98% |
|
Financial |
|
|
Officer |
|
| Mr. Rajiv Kumar Sharma |
Company |
34.64% |
|
Secretary |
|
c. The percentage increase in the median remuneration of employees in
the financial year: 62.70 %
d. The number of permanent employees on the rolls of company: 20
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
| Date: 23.06.2023 |
| Place: Bengaluru |
| SD/- |
| Liam Norman Timms |
| Whole Time Director |
| (DIN: 06453032) |
|