Indage Restaurants and Leisure Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

The Directors present the 28th Annual Report together with the Audited Statement of Accounts (Standalone) for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in Lacs)

Standalone

2010-11 2009-10

Profit/(Loss) before Depreciation, Taxation & Extraordinary items (864.05) (728.91)

Depreciation 462.24 466.06

Profit/(Loss) before Tax & Extraordinary items (1326.29) (1194.97)

Tax Expenses

Current 0 0

Fringe benefit Tax 0 0

Deferred 0 0

Extra-ordinary Items 742.18 276.16

Profit/(Loss) after Tax (2068.47) (1471.13)

Minority interest 0 0

Profit/(Loss) after Tax after Minority Interest (2068.47) (1471.13)

Balance brought forward from the previous year (2044.14) (573.01)

Balance carried to Balance sheet (4112.61) (2044.14)

FINANCIAL PERFORMANCE:

During the year under review, the Company incurred a Loss before depreciation, tax & extra-ordinary items of Rs. 864.05 lacs as compared to Loss of Rs. 728.91 lacs in the previous year. However, the bottom line reflected overall Loss of Rs. 2068.47 lacs as compared to Loss of Rs. 1471.13 lacs in the previous year mainly because of increase in total expenditure including depreciation cost.

REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31st March, 2011 stood at Rs. 2060.39 lacs as against turnover of Rs. 2521.46 lacs in the previous year. However, the bottom line reflected a loss of Rs. 2068.47 lacs as against loss of Rs. 1471.13 lacs in the previous year, which is mainly attributable to the decrease in income to Rs. 2060.39 lacs as against Rs. 2521.46 lacs in previous year (standalone) increase in expenditure to Rs. 2068.47 lacs as against Rs. 1471.13 lacs in previous year (standalone).

In spite of losses in the Current Year, your Directors are hopeful of doing better in coming years, as the Company is in process of acquiring well known chain of restaurant.

DIVIDEND:

In view of losses incurred and to finance the growth plans through internal accruals, your Directors do not recommend any Dividend for the year 2010-2011.

SUBSIDIARY:

1. Nando's Indage Restaurants Private Limited:

Your Company has written off Rs.7,42,17,758/- investment in Nando’s Indage Restaurants Private Limited. During the year under review, the turnover of the Company stood at 361.80 lacs as against to 314.33 lacs in the previous year.

The Company's financials have not been attached with this annual report and thus the annual report is termed as standalone report.

2. Amazon Foods and Beverages Pvt. Ltd.

Your Company owns 99.90 percent of the share Capital of Amazon Foods and Beverages Pvt. Ltd.

The Company’s financials have not been attached with this annual report and thus the annual report is termed as standalone report.

CORPORATE GOVERNANCE:

The Company has partly complied with the mandatory provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement (as amended) with the Stock Exchange. A separate Annexure of Corporate Governance and Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance are annexed herewith and form part of this Annual Report.

DIRECTORS:

Mr. Chaitanya Durve, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The brief details of the said Director has been provided in Corporate Governance Report under the heading Board of Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended 31st March, 2011 and of the Loss of the Company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31st March, 2011, have been prepared on a ‘going concern’ basis.

FIXED DEPOSIT:

The Company has neither invited nor accepted any Fixed Deposits from the public during the year.

AUDITORS:

M/s. Sorab S. Engineer & Co. Chartered Accountants, (Registration No. 110417W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company’s Auditors from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received their willingness to act as Auditors of the Company along with a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATION:

With reference to the observations made by the Auditors in their Report, the Directors hereby state as follows:

1. In respect of Capital Work in Progress, the Management clarifies that there are certain projects initiated by the Company which are kept on abeyance due to the financial crisis of the Company and are in the process to revive the same in near future.

2. In case of Unsecured Loans from Companies under the same Group and from Directors, the Management states that the said amounts are payable to respective parties and the management is in the process of reconciling the same.

3. In respect of Sundry debtors, some of the debtors are more than six months over and for which reconciliation / reconfirmation is awaited . The Management clarifies that the said transaction shall be confirmed and report of the said confirmation shall be given to the auditors.

4. Some of the other observations have been clarified by the Management separately. COMPLIANCE CERTIFICATE:

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificates is obtained from Secretary in Whole-time practice.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000.

ADDITIONAL INFORMATION:

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) rules, 1988, the relevant information and details are mentioned below:

(A) CONSERVATION OF ENERGY:

The Company has taken all the necessary measures to conserve the energy in terms of Electricity though the Company’s operations involve low energy consumption.

(B) TECHNOLOGY ABSORPTION:

The Company is not involved in carrying on any business which would require technology absorption.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has earned Foreign Exchange of Rs.97,40,132/- during the year under review (previous year - Rs.1,00,79,517/-).

There has been no Foreign Exchange outgo on account of imports.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and co-operation received from employees and the support they have extended in such tough times. We would also thank all our investors, clients, bankers and other business associates who have kept faith in recovery of Company.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

sd/- sd/-

Sham Chougule Vikrant Chougule

Chairman Managing Director

Place: Mumbai

Date: 11th April, 2012

---

Mar 31, 2010

The Directors take pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts (Standalone & Consolidated) for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Profit/(Loss) before Depreciation, Taxation & Extraordinary items (728.91) (114.62) (1187.73) (186.75)

Depreciation (466.06) (438.13) (617.56) (538.52)

Profit/(Loss) before Tax & Extraordinary items (1194.97) (552.75) <1805.29) (725.27)

Tax Expenses

Current - - - -

Fringe benefit Tax - (7.00) (7.99)

Deferred - - - -

Extra-ordinary Items (276.16) (674.92) (276.16) (734.94)

Profit/(Loss) after Tax (1471.13) (1234.67) (2081.45)(1468.20)

Minority interest - - (1.85) (0.93)

Pre acquisation Profit (32.28)

(1471.13) (1234.67) (2047.31)(1467.27) Balance brought forward from the previous year (573.01) 661.66 (814.73) 800.67

Balance carried to Balance sheet (2044.14) (573.01) (2862.04) (666.60)

FINANCIAL PERFORMANCE:

During the year under review, the Company incurred a Loss before depreciation, tax & extra-ordinary items of Rs. 1187.73 lacs as compared to Loss of Rs. 186.75 lacs in the previous year. However, the bottom line reflected an overall Loss of Rs. 2047.31 lacs as compared to Loss of Rs. 1467.27 lacs in the previous year mainly because of increase in total expenditure including depreciation cost.

REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31st March, 2010 stood at Rs. 2521.46 lacs as against turnover of Rs. 2603.22 lacs in the previous year. The consolidated turnover stood at Rs. 3438.12 as against Rs. 3077.47 lacs in the previous year. However, the bottom line reflected a loss of Rs. 2047.31 as against Loss of Rs. 1467.27 in the previous year, which is mainly attributable to the increase in expenditure to Rs. 5243.41 lacs as against Rs. 3802.74 lacs in previous year. (Consolidated)

In spite of losses in the Current Year, your Directors are hopeful of doing better in coming years, as the Company is in process of acquiring well know chain of restaurant.

DIVIDEND

In view of losses incurred and to finance the growth plans through internal accruals, your Directors do not recommend any Dividend for the year 2009-2010.

SUBSIDIARY:

1. Nandos Indage Restaurants Private Limited:

Your Company owns 99.60 percent of the Share Capital of Nandos Indage Restaurants Private Limited. During the year under review, the turnover of the Company declined by approx 33.72 percent and stood at Rs 314.33 lacs as against to 474.25 lacs in the previous year.

Further, in view of Section 212(1) of the Companies Act, 1956, the Company has attached to its Annual Report, the Directors Report, Balance Sheet and Profit & Loss Accounts of the said Subsidiary Company.

The statement of the Holding Companys interest in the said subsidiary pursuant to Section 212(1)(e) of the Companies Act, 1956 is also attached along with the Report of the Board.

2. Amazon Foods and Beverages Pvt. Ltd.

Your Company owns 99.90 percent of the Share Capital of Amazon Foods and Beverages Private Limited. During the year under review, the turnover of the Company declined by approx 29.26 percent and stood at Rs 602.34 lacs as against to 851.51 lacs in the previous year.

Further, in view of Section 212(1) of the Companies Act, 1956, the Company has attached to its Annual Report, the Directors Report, Balance Sheet and Profit & Loss Accounts of the said Subsidiary Company.

The statement of the Holding Companys interest in the said subsidiary pursuant to Section 212(1)(e) of the Companies Act, 1956 is also attached along with the Report of the Board.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement (as amended) with the Stock Exchange. A separate Annexure of Corporate Governance and Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance are annexed herewith and form part of this Annual Report.

DIRECTORS:

Mr. Ranjit Shyam Chougule, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The brief details of the said Director has been provided in Corporate Governance Report under the heading "Board of Directors".

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended 31 st March, 2010 and of the Loss of the Company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31st March, 2010, have been prepared on agoing concern basis.

FIXED DEPOSIT:

The Company has neither invited nor accepted any Fixed Deposits from the public during the year.

AUDITORS:

M/s. Sorab S. Engineer & Co. Chartered Accountants, (Registration No. 110417W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Companys Auditors from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.. The Company has received their willingness to act as Auditors of the Company along with a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS OBSERVATION:

With reference to the observations made by the Auditors in their Report, the Directors hereby state as follows:

1. In respect of Capital Work in Progress, the Management clarifies that there are certain projects initiated by the Company which are held due to the financial situation of the Company and are in the process to revive the same in near future.

2. In case of amount disclosed under Loans & Advances as stated under Clause 4(f)(ii) of the Auditors Report, the Management states that the said amount as reflected are recoverable and the Company is in process of reconciling the same.

3. In case of Unsecured Loans from Companies under the same Group and from Directors, the Management states that the said amounts are payable to respective parties and the management is in the process of reconciling the same.

4. In respect of Gross Operating Receipts which includes Marketing Tie-up, the Management clarifies that the said transaction is an arms length transaction as in the normal course of business. The Management further clarifies that the recovery of the same is ensured and will occur in normal course of business.

COMPLIANCE CERTIFICATE:

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificate from Secretary in Whole-time practice is attached herewith.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000.

LISTING ARRANGEMENT:

The Companys Equity Shares are listed at the Bombay Stock Exchange Limited and the Annual Listing Fees has been paid to the said Exchange. Also, the Companys Equity Shares have been delisted from Pune Stock Exchange w.e.f. 31st March, 2009.

ADDITIONAL INFORMATION:

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) rules, 1988, the relevant information and details are mentioned below:

(A) CONSERVATION OF ENERGY:

The Company has taken all the necessary measures to conserve the energy in terms of Electricity though the Companys operations involve low energy consumption.

(B) TECHNOLOGY ABSORPTION:

The Company is not involved in carrying on any business which would require technology absorption.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has earned Foreign Exchange of Rs. 10,079,5171- during the year under review (previous year - Rs. 95,04,721/-).

There has been no Foreign Exchange Outgo on account of Import.

ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express their gratitude for the assistance and co-operation received, especially in such tough times and difficult circumstances faced by the Company, from employees at all level, who have contributed to the progress of the Company. We would also thank all our investors, clients, bankers and other business associates for their continued support and encouragement during the year.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/- Sham Chougule Vickrant Chougule Chairman Managing Director

Place : Mumbai

Date : 2nd February 2011