| 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
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