BOARD OF DIRECTORS1. Nando’s Indage Restaurants Private Limited: Your Company has written off...

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INDAGE RESTAURANTS & LEISURE LIMITED

Board Of Directors (as on 31st March, 2011)Sham G. Chougule ChairmanArun B. Shah* Vice ChairmanVikrant S. Chougule Managing DirectorRanjit S. Chougule DirectorChaitanya V. Durve Director* Ceased to be Director w.e.f 30th March, 2011

AUDIT COMMITTEE

Mr. A. B. Shah* ChairmanMr. S. G. Chougule MemberMr. C. V. Durve Member*Ceased to be Director w.e.f. 30th March, 2011

SHAREHOLDERS/ GRIEVANCE COMMITTEE

Mr. S. G. Chougule ChairmanMr. A. B. Shah* MemberMr. C. V. Durve Member*Ceased to be Director w.e.f. 30th March, 2011

REMUNERATION COMMITTEE

Mr. A. B. Shah* ChairmanMr. S. G. Chougule ChairmanMr. C. V. Durve Member*Ceased to be Director w.e.f. 30th March, 2011

AUDITORS

M/s. Sorab S. Engineer & Co.Chartered AccountantsIsmail Building, 381, Dr. D.N. Road,Fort,Mumbai- 400 001.

BANKERS

UCO BankDBS Bank

BOARD OF DIRECTORS

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REGISTERED OFFICE & SHARE DEPARTMENT

Indage House82, Dr. A. B. Road, Worli,Mumbai 400 018

REGISTRAR & SHARE TRANSFER AGENTS

M/s. Sharex Dynamic (India) Private LimitedUnit -1, Luthra Ind Premises,Andheri Kurla Road, Safed Pool,Andheri (East), Mumbai – 400 072.Tel No.:- (022) 2851 5606/2851 5644Fax No:- 2851 2885

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ContentsParticulars Page No

Notice 4

Directors Report 6

Corporate Governance Report 11

Management Discussion And Analysis Report 21

Declaration of Compliance 24

Auditors Reports (Standalone) 25

Balance Sheet (Standalone) 33

Profit & Loss A/c (Standalone) 34

Schedules to Balance Sheet and Profit &Loss A/c. (Standalone) 35

Cash Flow- IRLL(Standalone) 51

Attendance Slip and Proxy Form 52

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NOTICE is hereby given that the 28th Annual General Meeting of Indage Restaurants and LeisureLimited will be held on Thursday, 10th day of May, 2012 at 10.00 a.m. at Tetsuma, 41/44, MonRepos, Minoo Desai Marg, Behind Radio Club, Colaba, Mumbai 400 005 to transact the followingbusiness:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet ( Standalone ) as at 31st March,2011 and the Profit & Loss Account for the year ended on that date together with the Reportsof the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Chaitanya Vijay Durve, who retires by rotation andbeing eligible, offers himself for re-appointment.

3. To appoint M/s. Sorab S. Engineer & Co., Chartered Accountants, as Auditors of the Companyand to pass the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions,if any, of the Companies Act, 1956, M/s. Sorab S. Engineer & Co., Chartered Accountants(Registration No –110417W), be and are hereby re-appointed as the Statutory Auditors of theCompany from the conclusion of this Annual General Meeting till the conclusion of next AnnualGeneral Meeting at such remuneration as may be mutually agreed between the Board of Directorsand the said Auditors.”

NOTICE

For and on behalf of the Board

sd/-Vikrant ChouguleManaging Director

Place: MumbaiDate: 11th April, 2012

Registered Office:Indage House,82, Dr. Annie Besant Road,Worli, Mumbai – 400 018.

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY (IES) TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY.

2. The instrument appointing proxy in order to be effective must be deposited at the RegisteredOffice of the Company not less than 48 hours before the commencement of the meeting.

3. Members are requested to bring their copies of Annual Report and duly filled Attendance Slipfor attending the Meeting.

4. Members are requested to address all correspondences, including dividend matters, to theRegistrars and the Share Transfer Agent viz. M/s. Sharex Dynamic (India) Private Limited.

5. The members are requested to intimate, well in advance, to the Company and to theDepositories, as the case may be, of the changes in their addresses with the postal pin codenumbers and also the particulars of their Bank Account Numbers to minimise the chances offraudulent encashment of the future dividend warrants/cheques/drafts, if any.

6. The Company’s Transfer Books will remain closed from 07th May, 2012 to 10th May, 2012 (bothdays inclusive).

7. The relevant details of Directors seeking re-appointment under item number 2 of the Notice,as required under clause 49 of the Listing Agreement entered into with the Stock Exchangeare given under the Corporate Governance Report.

8. All members holding Share Certificates issued in the Company’s old name ‘ChampagneVineyards Limited’ are requested to surrender the same to the Company’s Registrar & TransferAgent viz M/s. Sharex Dynamic (India) Private Limited.

9. A member desirous of getting any additional information in respect of the contents of theAnnual Report is requested to forward their requests to the Company at least seven daysprior to the meeting so that the required information can be made available at the meeting.

For and on behalf of the Board

sd/-Vikrant ChouguleManaging Director


Registered Office:Indage House,82, Dr. Annie Besant Road,Worli, Mumbai – 400 018.

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To,The Shareholders,

Your 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)

DIRECTORS’ REPORT

Standalone2010-11 2009-10

Profit/(Loss) before Depreciation, Taxation& Extraordinary items (864.05) (728.91)Depreciation 462.24 466.06Profit/(Loss) before Tax & Extraordinary items (1326.29) (1194.97)

Tax ExpensesCurrent 0 0Fringe benefit Tax 0 0Deferred 0 0

Extra-ordinary Items 742.18 276.16Profit/(Loss) after Tax (2068.47) (1471.13)

Minority interest 0 0Profit/(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-ordinaryitems 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. 1471.13lacs in the previous year mainly because of increase in total expenditure including depreciationcost.

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REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31st March, 2011 stood at Rs. 2060.39 lacs as againstturnover of Rs. 2521.46 lacs in the previous year. However, the bottom line reflected a lossof Rs. 2068.47 lacs as against loss of Rs. 1471.13 lacs in the previous year, which is mainlyattributable to the decrease in income to Rs. 2060.39 lacs as against Rs. 2521.46 lacs in previousyear (standalone) increase in expenditure to Rs. 2068.47 lacs as against Rs. 1471.13 lacs inprevious 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 Directorsdo 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 RestaurantsPrivate Limited. During the year under review, the turnover of the Company stood at361.80 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 annualreport 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 BeveragesPvt. Ltd.

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

CORPORATE GOVERNANCE:

The Company has partly complied with the mandatory provisions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement (as amended) with the Stock Exchange. Aseparate Annexure of Corporate Governance and Certificate from the Auditors of the Companycertifying compliance of conditions of Corporate Governance are annexed herewith and formpart of this Annual Report.

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DIRECTORS:

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

ii) that the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true and fairview 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 accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguardingthe 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 theyear.

AUDITORS:

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

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AUDITORS OBSERVATION:

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

1. In respect of Capital Work in Progress, the Management clarifies that there are certainprojects initiated by the Company which are kept on abeyance due to the financial crisisof 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 themanagement 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 forwhich reconciliation / reconfirmation is awaited . The Management clarifies that the saidtransaction 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 isobtained from Secretary in Whole-time practice.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any employee whose particularsare 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 termsof 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 technologyabsorption.

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(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-operationreceived from employees and the support they have extended in such tough times. We wouldalso thank all our investors, clients, bankers and other business associates who have kept faithin recovery of Company.

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

For and on Behalf of the Board of Directors

sd/- sd/-Sham Chougule Vikrant Chougule

Chairman Managing Director


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CORPORATE GOVERNANCE REPORT FOR THEFINANCIAL YEAR 2010-11

CORPORATE GOVERNANCE PHILOSOPHY

The Company understands the importance of Corporate Governance for the purpose of maintainingtransparency, consistency, independence and fairness in the business operations. The Companytherefore believes in adopting the best practices for the benefit of all its stakeholders. The Companyhas adopted and implemented the Corporate Governance policy to provide for full disclosure ofall material facts and the proper conduct of all business transactions.

Your Company has implemented and is under process of its implementation the mandatoryrequirement of Corporate Governance as set out under Clause 49 of the Listing Agreementwith the Stock Exchanges.

BOARD OF DIRECTORS

i) The Company has 4 Directors out of which 1 is Independent Director. The compositionof the Board is not in conformity with Clause 49 of the Listing Agreements entered intowith the Stock Exchange and the Company Management is taking all the necessary stepsto rectify the situation .

ii) None of the Directors on the Board is a Member of more than 10 Committees or Chairmanof more than 5 Committees across all the companies in which he is a Director. Necessarydisclosures regarding Committee positions in other public companies as on March 31,2011 have been made by the Directors.

iii) The names and categories of the Directors on the Board, their attendance at Board Meetings,Annual General Meeting held during the year and the number of Directorships andCommittee Chairmanships/Memberships held by them in other Companies are given hereinbelow. Other Directorships do not contain directorships of private limited companies.Chairmanship/Membership of Board Committees include only Audit and Shareholders/Investors Grievance Committees.

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BOARD OF DIRECTORS:

Composition of the Board and Directors’ membership in Board Committees:

The details of the Directors on the Board of your Company as on March 31, 2011 are givenbelow:

Name Category DesignationAttendance at

Board MeetingsNo. of Directorships and

Committee member /Chairmanship***

Director Chairman Member

Mr. Sham G. Non-Independent Chairman 6 6 5 1 1Chougule Non-Executive

DirectorMr. Vikrant S. Non Independent Managing 6 6 2 - -Chougule Director

Mr. Ranjit S. Non-Independent Director 6 6 4 - -Chougule Non-Executive

Director

Mr. Arun B. Independent Director 6 4 7 2 3Shah* Non-Executive

Director

Mr. Chaitanya V. Independent Director 6 6 1 - 3Durve Non-Executive

Director

Held Attended

* Ceased to be Director w.e.f. 30th March, 2011***Directorship in other Companies include Public Company and Section 25 Company.

During the financial year 2010-11, 6 (Six) Board Meetings were held on the following dates:

1) 29-04-2010 2) 14-6-2010 3) 19-08-2010

4) 30-10-2010 5) 13-12-2010 6) 14-02-2011

The last Annual General Meeting was held on 28th day of January, 2011 and then was adjourned to28th day of February, 2011 for the year ended 31st March, 2010.

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Name Last AGM attended

Mr. Sham G. Chougule Yes

Mr. Vikrant S. Chougule No

Mr. Ranjit S. Chougule Yes

Mr. Arun B. Shah* No

Mr. Chaitanya V. Durve Yes

* Ceased to be Director w.e.f. 30th March, 2011

DETAILS OF DIRECTORS APPOINTED DURING THE YEAR UNDER REVIEW / SEEKINGREAPPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING:

Name of Director Mr. Chaitanya V. Durve

Date of Appointment 9th December, 2009

Qualification B.Com

Nature of expertise inspecific functional areas Finance & Accounts

Names of Public LimitedCompanies in which Directoris holding Directorships 1) Indage Vintners Ltd.

Names of other Companiesin which the director isa member in Committees 1) Indage Vintners Ltd.

COMMITTEES OF THE BOARD

As of March 31, 2011 your Company has three committees. They are:

l Audit Committee.

l Shareholders/Investors Grievance Committee.

l Remuneration Committee.

Attendance of the Directors at the aforesaid Board Meetings held during the year and at the last AnnualGeneral Meeting is given below.

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A) AUDIT COMMITTEE:

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

The Audit Committee reviews, acts and reports to the Board of Directors, inter alia, withrespect to:

l To Review the Company’s Financial reporting and Accounting policies practiced.

l To monitor the internal control system and its adequacy.

l Review of financial and risk management system.

l To monitor and evaluate the risk management involved while undertaking any usinessactivities.

l To review of Company’s financial reporting processes, changes in the Accountingpolicies and its compliances with regulatory guidelines.

l Recommending the appointment and removal of external auditors, fixation of auditfee and also approval for payment for any other services.

The Committee also reviews the observations of the Internal and Statutory Auditors along withthe comments and action taken thereon by the management and invites senior executives toits meetings as and when necessary.

ii) COMPOSITION, NAME OF MEMBERS AND CHAIRPERSON

The Audit Committee comprises of following Directors viz:

Audit Committee Composition

Mr. Arun B. Shah* Independent Director - Chairman

Mr. Chaitanya V. Durve Independent Director - Member

Mr. Sham G. Chougule Promoter - Member

* Ceased to be Director of Company with effect from 30th March, 2011

iii) MEETINGS AND ATTENDANCE DURING THE YEAR:

The Audit Committee met 4 times during the year on

1) 29th April, 2010 2) 23rd July, 2010 3) 30th October, 2010

4) 14th February, 2011

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Name of the Director No. of Audit CommitteeMeetings attended

Mr. Arun B. Shah 4

Mr. Chaitanya V. Durve 4

Mr. Sham G. Chougule 4

B) SHAREHOLDERS / INVESTOR GRIEVANCE COMMITTEE:

i) THE SHAREHOLDERS/INVESTOR GRIEVANCE COMMITTEE COMPRISES OF THEFOLLOWING DIRECTORS:

The following are the members of Shareholders/ Investor Grievance Committee:

Shareholders/ Investor Grievance Committee

Mr. Sham G. Chougule Promoter - Chairman

Mr. Arun B. Shah* Independent Director - Member

Mr. Chaitanya V. Durve Independent Director - Member


ii) MEETINGS AND ATTENDANCE:

The Committee generally meets as when it is necessary.

During the year under review 15 (Fifteen) meetings of Shareholders/ Investor GrievanceCommittee were held on following dates:

13th April, 2010 13th May, 2010 25th May, 201025th June, 2010 5th August, 2010 26th August, 201024th September, 2010 15th October, 2010 1st November, 201022nd November, 2010 13th December, 2010 7th January, 201122nd January, 2011 22nd February, 2011 11th March, 2011

C) REMUNERATION COMMITTEE & DIRECTOR’S REMUNERATION:

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

The Committee is responsible to determine on behalf of the Directors and Shareholders,the Company’s policy on remuneration packages for Executive / Non Executive Directors.The Committee also looks after pension rights and any compensation payment.

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ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRMAN

The Remuneration Committee comprises of Two Independent and one Non independentDirectors viz.

Mr. Arun B. Shah* Independent Director - ChairmanMr. Sham G. Chougule Promoter - MemberMr. Chaitanya V. Durve Independent Director - Member


The committee meets as and when it is necessary.

iii) REMUNERATION POLICY

The Sitting fees so paid for attendance of meetings to the Non Executive Directors wasdiscontinued with effect from 30th June, 2009.

iv) DETAILS OF REMUNERATION TO ALL THE DIRECTORS

The sitting fees paid for the year ended 31st March, 2011 to the Non Executive Directorsis NIL

The aggregate value of salary and perquisite paid for the year ended 31st March, 2011to Mr. V. S. Chougule, Managing Director was as follows:

Name of Director Salary and Perquisites (Rs.)

V. S. Chougule – 14,98,200/-Managing Director

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Year Location Time Date No. of SpecialResolutions passed

2007-2008 Victoria Memorial School for Blind, 10.30 30-06-2008 373, Tardeo Road, Opposite Film Centre, A.M.Tardeo, Mumbai 400 034

2008-2009 Victoria Memorial School for Blind, 10.00 22-01-2011 173, Tardeo Road, Opposite Film Centre, A.M.Tardeo, Mumbai 400 034

2009-2010 Victoria Memorial School for Blind, 10.00 28-01-2011 173, Tardeo Road, Opposite Film Centre, A.M.Tardeo, Mumbai 400 034.

2009-2010 Victoria Memorial School for Blind, 10.00 28-02-2011 NILAdjourned 73, Tardeo Road, Opposite Film Centre, A.M.AGM Tardeo, Mumbai 400 034.

No special resolution was passed last year through postal ballot.

DISCLOSURES:

l The Company has received disclosures from Directors/ Key Managerial Personnel wherethey and/or their relatives have personal interest. None of the transactions with relatedparties are in conflict with the interests of the Company at large.

l A qualified Company Secretary carried out Secretarial Audit to reconcile the total admittedEquity capital with National Securities Depository Limited (NSDL) and the Central DepositoryServices (India) Limited (CDSL) and the total issued and listed Equity capital. TheSecretarial Audit Report confirms that the total issued/paid-up capital is in agreementwith the total number of shares in physical form and the total number of dematerializedshares held with NSDL & CDSL.

MEANS OF COMMUNICATION:

The Company publishes its quarterly, half yearly results in Navshakti (Marathi) and Free PressJournal (English). The Company has its own website and all vital information relating to theCompany and its performance in the field of finance, productivity and the information relatingto the management of the Company is available on the Company’s website. The address ofthe Company’s website is www.indagerestaurants.com.

GENERAL BODY MEETINGS:

Location and time where last three Annual General Meeting were held:

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GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Date 10th May, 2012

Time 10.00 A.M

Place Tetsuma, 41/44, Mon Repos, Minoo Desai Marg, Behind Radio Club,Colaba, Mumbai 400 005

Financial Year 1st April 2010 to 31st March 2011

Book Closure Date 7th May, 2012 to 10th May, 2012 (Both days inclusive)

Dividend payment date NIL

Listing on Stock Exchanges The Bombay Stock Exchange Limited (BSE)

Stock Code and Demat ISIN No. Stock Code - 532264Scrip ID on Bolt System – INDAGERES NSDL - ISIN INE525H01013CDSL - ISIN INE525H01013

Registrar and Transfer Agents M/s. Sharex Dynamic (India) Private LimitedUnit -1, Luthra Ind. Premises, Andheri Kurla Road, Safed Pool,Andheri (East), Mumbai – 400 072. Tel (022) 2851 5606/2851 5644Fax No. 2851 2885, Email: [email protected]

Share Transfer System The Company shares were traded on the Stock Exchange in Dematmode as well as in Physical mode. In Demat mode, transfers areaffected through NSDL & CDSL. In physical mode, the transfer/transmission of shares is processed, approved and the certificatesare returned to the shareholders within the prescribed period subjectto documents being valid & complete in all respects. Due tosome non compliances presently the shares of the company are nottraded.

Market Price Data and performance in As per Annexure Acomparison to broad based indices(BSE Sensex)

Distribution of Shareholding as As per Annexure Bon 31st March, 2011

Dematerialisation of shares & liquidity As on 31st March, 2011, 83.60% of paid up equity shares were heldin demat. The shares are traded on BSE in demat as well as in physicalform.

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Restaurants/ Hotels Location A) IVY WINE CAFÉ & BISTRO1. 82, Dr. Annie Besant Road,Worli, Mumbai - 400 0182. Chateau Indage Estate, Taluka Junnar,

Dist. Pune, At Host Narayangaon3. Gala No.2,Aaram Nagar,

Part- 1,Opp. Beach Classic Tower, J.P.Road,Seven Buglows Versova, Andheri(W),Mumbai - 400 061

B) PRIVE & TETSUMA

1. 41/44,Monrepos,Minoo Desai Marg,Colaba, Mumbai - 400 005

C) HOTEL SHALINI PALACE

1) A-Ward, Rankala Lake, Kolhapur - 416 010

D) ATHENA

1. C-32,Leela Gallery, Air Port Road, Bangalore - 560008

E) NANDO’S

1. Unit No.17,2nd Floor, Inorbit MallsLink Road, Malad (W), Mumbai-400086

F) TIGER HILL VINEYARDS RESORTS & SPA

l Survey no.19/0, Mumbai Agra N. H. - 3,Vilholi Village,Near Octroi Naka, Nashik - 422 010

Address for correspondence For Transfer / Dematerialisation

M/s. Sharex Dynamic (India) Private LimitedUnit -1, Luthra Ind Premises, Andheri Kurla Road, Safeed Pool,Andheri (East), Mumbai - 400 072.Tel No.:- (022) 2851 5606/2851 5644Fax No:- 2851 2885E-mail:- [email protected]

For any query regarding Annual ReportIndage House, 82, Dr. A .B. Road,Worli, Mumbai 400 018.Tel : 6654 7933 Fax : 6654 7940

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Annexure A

Market price data and performance in comparison to Broad Based Indices (BSE Sensex)

High / Low during each month BSE Sensexin last Financial year

Period High Low High Low

April 2010 12.05 8.76 18047.86 17276.8

May 2010 15.98 11.88 17536.86 15960.15

June 2010 14 11.91 17919.62 16318.39

July 2010 12.05 9.1 18237.56 17395.58

Aug 2010 12.23 8.02 18475.27 17819.99

Sept 2010 13.48 8.16 20267.98 18027.12

Oct 2010 16.64 13.46 20854.55 19768.96

Nov 2010 16.75 11.77 21108.64 18954.82

Dec 2010 14 8.46 20552.03 19074.57

Jan 2011 9.84 8.08 20664.8 18038.48

Feb 2011 - * - 18690.97 17295.62

Mar 2011 - * - 19575.16 17792.17

Annexure BDistribution of Shareholding of Indage Restaurants and Leisure Limited as on 31st March 2011

No. of Shares No. of Shareholders % of Shareholders

UPTO TO 100 14116 78.77

101 - 200 1681 9.38

201 - 500 1204 6.72

501 - 1000 436 2.43

1001 - 5000 351 1.96

5001 - 10000 46 0.26

10001 - 100000 52 0.29

100001 - ABOVE 34 0.19

* * TOTAL * * 17920 100

*Shares of the Company got suspended for trading on the exchange.

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OVERVIEW

The Restaurant Industry in India is an important industry to the Indian Economy. It is one of thehighest foreign exchange earners to the country as well as one of the largest employers bothdirectly and indirectly.

The Restaurant Industry in India is a very profitable business. It is directly linked to tourism industryand growth in the tourism industry leads to growth of Restaurant Industry. The government initiativesand varied business opportunities have acted as boon to Restaurant Business in India. Someinitiatives undertaken by the government are “Athithi Devo Bhava” & “Incredible India”.

The diverse culinary habits, wide range of Cuisines and diverse cooking techniques are some ofthe main factors which contribute to this industry.

INDUSTRY STRUCTURE & DEVELOPMENTS:

The Restaurant Industry had been going at a steady rate till it hit a roadblock due to Global Recession.The Global Economy is recovering at a slow pace and has yet not reached the pre recessionposition. In addition to this, the India has been battling its own set of problems such as politicalinstability, high inflation and uncertainty in economic policies. All of these issues are collectivelyhaving an impact on the Indian Economy thus resulted in slowing down the growth rate.

Two primary factors continue to hamper growth in the food service Industry- consumer confidenceand the rising food prices. According to a report from the Asian Development Bank (ADB)worldwide food prices have risen by an average of 31.2 per cent in the first two months of2011 compared to year-ago levels. As such, the report looks at the effects of a 30 per centaverage increase in the global prices of food in 2011 from the 2010 level. The report also assumesthe food price shock is temporary and hence assumes 5 per cent decline in global food pricesin 2012. The biggest factor pushing prices is the cost of producing and marketing crops. Thecombination of rising prices and fall in number of customers has contributed to slack in therestaurant business and subsequent fall in margins.

However, the Industry has definitely seen some improvement in terms of growth in the pastone year and with the proper backing from the Government by way of policies and betterinfrastructure facilities, the Industry should be back to its earlier rate of growth soon.

You may recall that the deadliest terrorists attacks on Mumbai in year November, 2008 haveseverally affected the restaurant business very badly and which has resulted into a loss of bestof the profitable opportunities. The number of people visiting the Restaurants has reduced, dueto which the profits of the Company have reduced considerably. This has impacted on the Companyoperations which ultimately have disturbed the business and resulted into huge losses.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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The Company too had suffered due to the said recession and terrorists attacks. The Managementwishes to inform that there is a Ray of Hope and will always strive for the betterment of theCompany. The Industry Structure has started to undergo changes and the management isundertaking various measures for the recovery of the Company.

OUTLOOK:

The National Restaurant Association’s – Restaurant Performance Index is positive and hencethe optimistic outlook is predicted. Your Company is expecting their sales to be higher in comingmonths. Most of the Restaurant operators expect the economic conditions to improve in nextsix months but at present the market conditions is quite stable.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT:

Even Hotel and Restaurant Industry is entirely dependent upon the services it offers to thepublic. Every Company in this business needs to identify and access the risks and managethem effectively.

The Company has to verify that the food and beverages served to the guests are of properquality and non contaminated. There is also the need to maintain the ambience of the restaurantand that the security of the guests is also one of the important factor which affects the RestaurantBusiness, specially after such heinous incidents of 26/11/2008.

Internal control systems are an integral part of the organization. They play a vital role in identifyingand controlling any business risks. The Company is taking all steps necessary for maintaininga strong internal control system and ensures adequate disclosures are made to achieve thesame.

FINANCIAL AND OPERATING PERFORMANCE

The market conditions and various factors have affected the Company Operations and havehugely suffered the performance of the Company.

The Company is yet to make significant recovery from its downfall in 2008. However as theentire industry is dealing with similar problems, it is expected that progress shall be made oncethe problems faced by the industry are resolved.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The Restaurant Industry in India has undergone significant changes. The standard of living of peoplein India has also increased. The eating habits and preferences of people in India have seen ashift from the typical Indian food to continental and various other cuisines. The Industry is experiencinga new era because of change in the attitude of the consumers who wishes to try a new varietyof dishes and foods items. Thus, the Restaurant Industry now has opportunity for expansion anddiversification.

23


Nowadays, the young generation is opting for Hotel Management courses as the potential in suchIndustry is increasing extensively. The career opportunities is also increasing thereby a pool oftalent is generated with wide and variety of profitable ideas.

There are various risk factors that could adversely affect the business. These include increasingcompetition, rising food prices and general inflation, possible power and water shortage, supplyand liquidity constraints. Lack of certainty in Government policies and future economic scenarioadds to the woes of the Industry. As the restaurant industry is the most affected from the risingfood costs, there is need for assurance from the Government of some positive steps in thisdirection.

However, the country’s largely young population is likely to substantially contribute to the growthof the business with their increasing disposable income. Also the business is expected to pickup once the economic situation improves.

ON A CONCLUDING NOTE:

The Company is looking to resolve all its internal problems at the earliest including the removalof suspension of its trading at the exchange and is confident of doing so with your support.The Company is looking forward to a brighter future and hopes to regain all its past glory andonce again be on the path of speedy growth.

24


DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENTPERSONNEL WITH THE CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for all Board Members and SeniorManagement of the Company.

I confirm that the Company has in respect of the financial year ended 31st March, 2011 received fromthe senior Management Team of the company and the Members of the Board a declaration of Compliancewith the code of conduct as applicable to them.

For the purpose of the declaration, Senior Management Team means the Board member, SeniorManagement and all employees in and above officer’s level as on 31st March, 2011.

sd/-

Sham G. Chougule

ChairmanPlace: MumbaiDate: 11th April, 2012

25


REPORT OF THE AUDITORS TO THE MEMBERS OF INDAGE RESTAURANTS AND LEISURELIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011

1. We have audited the attached Balance Sheet of INDAGE RESTAURANTS AND LEISURELIMITED (“the Company”), as at 31st March 2011, and also the Profit and Loss Account andthe Cash Flow Statement for the year ended on that date both annexed thereto. These financialstatements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the standards of audit generally accepted inIndia. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by the management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor’s Report) order, 2003 issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Companies Act,1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 &5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

a) We have obtained all the information and explanation, which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branches notvisited by us;

c) The Balance Sheet, Profit and Loss Accounts and Cash Flow Statement dealt withby this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except for AS-2 “Valuationof Inventories”, As-13 “Accounting for Investments”, AS-15 “Employee Benefits” andAS-28 “Impairment of Assets”.

e) On the basis of written representations received from the Directors, as on 31st March2011 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March 2011 from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

26


f) Attention is invited to the following :

i. Capital Work in Progress of Rs. 36,138,350 represents amounts paid forincomplete projects of the Company carried forward since last several years.We are unable to opine on the viability or recoverability of the same as anamount of Rs. 33,186,800 is on account of Advances given for Projects whichare no longer in existence.

ii. During the year, an amount of Rs. 74,217,758 on account of Investment inSubsidiary Company has been written off. However, we are unable to ascertainthe basis on which this write off was done.

In the absence of any information, we are unable to opine on the fall in thevalue of Investments in subsidiary / associate companies costing Rs.34,281,242 (AS-13)

Certificates of Investments costing Rs. 34,389,442 were unavailable for ourverification.

iii. In the absence of any information / records, we are unable to opine on therealisability of Stock valued in the books at Rs. 24,808,334. (AS-2)

iv. Sundry Debtors considered good includes Rs. 4,240,947 over 6 months whichare subject to reconciliations/confirmations. We are unable to opine on therecoverability of the same.

v. Deposits- Long Term to companies under the same group amounting to Rs.82,500,000, other deposits (Long Term) amounting to Rs. 6,500,000, and otherdeposits (Short Term) amounting to Rs. 390,915, advances to Companies underthe same group amounting to Rs. 78,857,090 and other advances amountingto Rs. 1,581,429 are all subject to reconciliation and confirmation. We areunable to opine on the recoverablility of the said amounts.

vi. The balances lying with banks in Current and Deposit Accounts amounting to Rs.694,393 under “Cash and Bank” have not been confirmed by the respective Banks.

Consequently, although the above amounts shown under clauses i to vi havebeen shown as good and recoverable by the Management, no provision hasbeen made for the same.

vii. Secured Loans from Banks amounting to Rs. 339,760,894 have not beenconfirmed by the Respective Banks. Hence we are unable to ascertain theexact liability due to these Banks.

viii. Unsecured Loans from Companies under the same Group and from Directorsamounting to Rs. 114,216,543 is subject to reconciliation and confirmation. Hencewe are unable to ascertain the exact liability which may arise on this account.

27


ix. The Company has not obtained Actuarial Valuation for the gratuity and leaveencashment liability as required under AS-15 “Employee Benefit”. No liability forGratuity and Leave encashment has been provided.

x. The Company has repaid to certain Existing Employees the P.F. contribution of2008-2009 for Employer as well as Employee amounting to Rs. 116,288 (Rs.59,442 Employer Contribution and Rs. 56,846 Employee Contribution) which isin Contravention of the Provident Fund Rules and Act.

xi. In the absence of any supporting documents / vouchers we are unable to ascertainwhether expenses aggregating to Rs. 1,001,387 incurred by the Directors/Employees on travel etc. and debited to the Profit and Loss Account are in thenature of Personal Expenses.

xii. Saraswat Bank has served upon the Company a Notice under Section 13(2) ofthe Securitization and Reconstruction of Financial Assets and Enforcement ofSecurity Act, 2002 for repayment of its dues as well as those of UCO Bank.

xiii. Legal Action has been initiated against the Company under Sec. 138 of theNegotiable Instruments Act and other Acts by various parties, the outcome ofwhich cannot be currently ascertained.

xiv. During the year certain Fixed Assets of one unit at Written Down Value havebeen transferred to a Partnership Firm. However, in absence of any details,the basis on which these Assets have been transferred could not be verifiedby us. Consequently, no entry for Profit/Loss on transfer of these Assets hasbeen booked in the Accounts. We are unable to express any opinion on thistransaction. We are informed that the books of account of this PartnershipFirm have not been finalized to date and consequently, the company’s shareof profits or losses from the partnership firm have not been accounted forwhile finalizing the accounts.

xv. In the absence of any valuation reports for Fixed Assets and records to showthe Cash Generating capacity of the Company’s Fixed Assets, we are unable toopine whether there is any impairment of the Fixed Assets of the Company (AS-28)

In view of the above weare unable to express an opinion on the recoverability /realisability of the above mentioned items, the impact of the same on the Lossfor the year as well as the future viability of the Company as a ‘going concern.’

g) On the basis of what has been mentioned in Paragraph (f) above and also our commentsin the Annexure referred to in Paragraph 3, we are unable to express an opinion whetherthe said accounts read together with the notes thereon give the information required bythe Companies Act, 1956, in the manner so required and also give a true and fair viewin conformity with the accounting principles generally accepted in India.

28


i. In the case of the Balance Sheet, of the state of affairs of the Company as at31st March 2011.

ii. In the case of the Profit & Loss Account, of the Loss of the Company for the yearended on that date.

iii. In the case of the Cash Flow Statement, of the Cash Flows for the year ended onthat date.

For SORAB S. ENGINEER & CO.Chartered Accountants

Firm Regn. No. 110417W

sd/-M.P. ANTIA

PartnerMembership No. 7825

PLACE : MumbaiDATE : 11th April, 2012

29


ANNEXURE TO THE AUDITORS’ REPORTReferred to in paragraph 3 of our Report of even date

i.

a. The Company has not maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

b. The Fixed Assets have not been physically verified by the management during theyear. Under these circumstances, we are unable to opine whether there are anymaterial discrepancies.

c. According to the information and explanations give to us, the Company has not disposedoff a substantial part of its fixed assets during the year.

ii.

a. The inventory has been physically verified during the year by the management.

b. In our opinion and according to the informations given to us, the procedures ofphysical verification of inventories followed by the management needs improvementin relation to the size of the Company and the nature of its business.

c. In absence of detailed stock records we are unable to ascertain whether there wereany material discrepanies between stock records and physical inventories.

iii. In absence of proper records we are unable to ascertain whether, the Company has granted/taken any loans, secured or unsecured to / from companies, firms or other parties covered inthe register maintained under Section 301 of the Companies Act, 1956 and hence nodisclosure is being made.

iv. In our opinion and according to the information and explanations given to us, the internalcontrol system is not adequate in relation to the size of the Company and the nature of itsbusiness for the purchases of inventory and fixed assets and for the sale of goods andservices and other transactions.

v. The Company has not maintained the Register required to be mainted in pursuance ofSec. 301 of the Companies Act, 1956. Hence, we are unable to ascertain whether therewere any transations entered into by the Company as specified in clause v of the Orderand if so whether the same have been made at prices which are reasonable having regardto the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Companyhas not accepted deposits from the public.

30


vii. In our opinion and according to the information and explanation given to us, the Companydoes not have any internal audit system.

vii. We are infored that the maintenance of cost records has not been prescribed by the CentralGovernment under Section 209 (1) (d) of the Companies Act, 1956, for any of the Company’sProducts.

ix.

a. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, undisputed statutory dues includingProvident Fund, Investor Education and Protection Fund, Employees’ State Insurance,Sales Tax, Income Tax,Custom Duty, Excise Duty, Wealth Tax, Service Tax andother statutory dues have not been regularly deposited with the appropriate authorities.The undisputed amounts outstanding as on 31st March 2011 for a period of more thansix months from the date they became payable as given by the Management are asunder :

Statutory Dues Amount in Rs.

Provident Fund 962,625

ESIC 1,047,526

Professional Tax 723,025

VAT 24,408,288

FBT 722,409

Luxury Tax 111,265

TDS 973,249

b. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, as at 31st March 2011, the following arethe particulars of disputed dues as given by the Management on account of IncomeTax matters which have not been deposited by the Company :

Name of theStatute

Name ofDues

Amount(Rs.)

Period towhich

the amountrelates

Forum wheredispute ispending

Income Tax Income Tax 8,529,928 A.Y. 2006-2007 ITATAct, 1961

x. The accumulated losses of the Company at the end of the financial year are more than fiftypercent of its net worth. The Company has incurred cash losses, both in the present financialyear, and in the immediately preceding financial year.

31


xi. Based on our audit procedures and as per the information and explanations given by the

management, we are of the opinion that the Company has defaulted in repayment of its

dues to banks during the year. Total amount of dues to Banks amounting to Rs. 339,760,894/

- have been recalled by the Banks, Refer Note 2.11 in Schedule 18.

xii. Based on our examination of the records and the information and explanations given to us,

the Company has not granted any loans and advances on the basis of security by way of

pledge of shares, Debentures or any other securities.

xiii In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore,

the provisions of clause (xiii) of Paragraph 4 of the Companies (Auditors Report) Order, 2003

are not applicable to the company.

xiv. In our opinion and according to the information and explanations given to us, the Company is

not dealing in or trading in shares, securities, debentures and any other investments,

Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Companies (Auditors Report)

Order, 2003 are not applicable to the Company.

xv. In our opinion and according to the information and explanations given by the management,

the Company has not given any guarantee for loans taken by others from banks or financial

institutions.

xvi. During the year no fresh term loans have been taken by the Company. On the basis of the

records examined by us, and relying on the information compiled by the Company for co-

relating the funds raised to the end use of term loans, we state that the Company has, prima

facie, applied the term loans for the purpose for which they were obtained.

xvii. We are unable to opine whether funds raised on short term basis have been used for long

term investment.

xviii. According to the information and explanations given to tus, the Company has not made any

preferential allotment of shares to parties and Companies covered in the register maintained

under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of

clause (xix) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable

to the Company.

32


xx. According to the information and explanations given to us, the Company has not made any

public issues during the year.

xxi. Based upon the audit procedures performed and information and explanations given by

the management, we report that no fraud on or by the Company has been noticed or

reported during the year.

For SORAB S. ENGINEER & CO.Chartered Accountants

Firm Regn. No. 110417W

sd/-M.P. ANTIA

PartnerMembership No. 7825


33


BALANCE SHEET AS AT 31ST MARCH 2011

SOURCES OF FUNDS :(1) Shareholders’ Funds : (a) Share Capital 1 111,981,900 111,981,900 (b) Reserves & Surplus 2 68,761,094 68,761,094

(2) Loan Funds : (a) Secured Loans 3 339,760,894 297,439,525 (b) Unsecured Loans 4 224,435,903 232,183,789

(3) Deferred Tax Liabilities 1,028,829 1,028,829

TOTAL 745,968,620 711,395,137

APPLICATION OF FUNDS :(1) Fixed Assets

(a) Gross Block 5 344,895,043 422,919,816(b) Less : Depreciation 179,244,106 176,785,277(c) Net Block 165,650,937 246,134,539(d) Capital Work In Progress 36,138,350 36,138,350

201,789,287 282,272,889

(2) Investments 6 34,389,442 91,112,200

(3) Current Assets, Loans & Advances : 7(a) Inventories 24,808,334 39,976,468(b) Sundry Debtors 4,765,534 20,356,010(c) Cash & Bank Balances 1,350,987 1,873,508(d) Loans & Advances 214,002,254 205,036,646

244,927,109 267,242,632

(4) Less : Current Liabilities and Provisions 8 146,397,832 133,646,317

Net Current Assets 98,529,277 133,596,315

(5) Profit & Loss Account 411,260,614 204,413,733

TOTAL 745,968,620 711,395,137

Schedules As at 31/3/2011 As at 31/3/2010ParticularsRs. Rs.

Notes forming part of Accounts 18

AS PER OUR REPORT OF EVEN DATED ATTACHED

For SORAB S. ENGINEER & CO.Chartered AccountantsFirm Regn. No. 110417W

Sd/-M.P. ANTIAPartnerMembership No. 7825


FOR AND ON BEHALF OF THE BOARD

Sd/-S. G. ChouguleChairman

Sd/-R. S. ChouguleDirector

Sd/-V. S. ChouguleManaging Director

Sd/-C. V. DurveDirector

34


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH 2011

INCOME :Gross Operating Receipts 185,460,678 235,608,248Other Income 9 20,578,269 16,537,527

TOTAL 206,038,947 252,145,775

EXPENDITURE :Material Consumption 10 72,581,991 65,212,797Operating Expenses 11 28,346,323 44,688,532Employee Cost 12 21,828,112 31,515,324Administrative Expenses 13 34,907,289 32,735,026Selling & Distribution Expenses 14 18,316,962 20,922,017Repairs & Maintanance 15 4,433,491 3,102,138Finance Cost 16 57,895,815 51,204,383Rates & Taxes 17 23,063,227 28,273,946Revenue and Rentals Charges 31,070,873 47,381,909Depreciation 46,223,987 46,606,295

TOTAL 338,668,070 371,642,367

Profit / (Loss) before Tax and Extra Ordinary Items -132,629,123 -119,496,592

Extra Ordinary Items (Refer Note 2.1 of Schedule 18) 74,217,758 27,615,697

Profit / (Loss) Before Tax -206,846,881 -147,112,289Provision forIncome Tax - -Fringe Benefit Tax - -

Profit / (Loss) for the year after Tax -206,846,881 -147,112,289Balance brought forward from previous year -204,413,733 -57,301,444

Balance carried to Balance Sheet -411,260,614 -204,413,733

Earnings Per Share (Note 2.9 to Schedule 18)Basic (in Rs. ) (5.54) (3.94)Diluted (in Rs. ) (5.54) (3.94)

SchedulesParticulars

Notes forming part of Accounts 18

For the yearEnded

31-03-2011Rs.

For the yearEnded

31-03-2010Rs.










35


SCHEDULE - 1SHARE CAPITALAuthorised Share Capital50,000,000 Equity Shares of Rs. 3/- each(Previous Year 5,00,00,000 equity of Rs.3 each) 150,000,000 150,000,000

Issued, Subscribed & Paid up Share Capital37,319,800 (Previous year 37,319,800) 111,959,400 111,959,400Equity Shares of Rs. 3/- each, fully paid

Forfeited Shares 22,500 22,500

TOTAL 111,981,900 111,981,900

SCHEDULE - 2RESERVES & SURPLUS

Securities Premium Account 67,361,363 67,361,363

Reserve on Scheme of Arrangement 1,399,731 1,399,731

TOTAL 68,761,094 68,761,094SCHEDULE - 3SECURED LOANS

From Banks Term Loans 339,760,894 297,439,525

Secured by:Way of first mortgage / charge on movable and immovableproperties of the Company, joint hypothecation of stocks and bookdebts as well as the personal guarantee of the Company’sManaging Director and other Directors and their Relatives andpledge of Promoters’ shares and their personal assets.

TOTAL 339,760,894 297,439,525

SCHEDULE - 4UNSECURED LOANSFrom companies under same Group and Directors 110,219,360 210,728,837 (Refer note 2.3 & 2.6 of Schedule 18)Others 114,216,543 21,454,952

TOTAL 224,435,903 232,183,789

As at31/3/2011

As at31/3/2010

Particulars

Rs. Rs.

36


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37


SCHEDULE - 6INVESTMENTS

Long Term InvestmentsGovernment and other Securities - UnquotedNational Saving Certificate 83,200 88,200(Deposited with Excise Department)

Other InvestmentsIn Equity Shares of Subsidiary Companies - Unquoted, fully paid up

Nando’s Indage Restaurants Pvt. Ltd.2,500,000 Equity shares (Previous Year: 2,500,000) of Rs 10 each fully paid 15,782,242 25,000,000Share Application Money - 65,000,000

Amazon Foods and Beverages Pvt. Ltd. 999,000 999,000999,000 Equity shares (Previous Year: 999,000) of Rs 1 each fully paid

In capital of Partnership FirmIndage Aries Restaurants (Refer note 2.7 of Schedule 18) 17,500,000 -

Other InvestmentsIn Equity Shares - Quoted, fully paid up

Investment in Saraswat Coop. Bank Ltd. 25,000 25,0002,500 {Previous Year - 2,500} Equity Shares of Rs.10 each fully paid

TOTAL 34,389,442 91,112,200

SCHEDULE - 7CURRENT ASSETS, LOANS & ADVANCES(A) INVENTORIES : (As Valued and Certified by Management) 24,808,334 39,976,468[Includes Food, Beverages and Liqour] (Refer note 3.3 of Schedule 18)

24,808,334 39,976,468(B) SUNDRY DEBTORSUnsecured : (Considered Good) Due for more than six months Considered Good 4,240,947 16,955,114 Consider Doubtful 136,858 136,858

4,377,805 17,091,972

Others 524,587 3,400,896

4,902,392 20,492,868 Less:- Provision for doubtful debts 136,858 136,858

4,765,534 20,356,010(C) CASH & BANK BALANCES Cash on Hand 656,594 1,428,702

Bank Balances with Scheduled banksa. in Current account 631,274 381,687b. in Fixed Deposit account 63,119 63,119

1,350,987 1,873,508

As at31/3/2011

As at31/3/2010

Particulars

Rs. Rs.

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(D) LOANS AND ADVANCES(Unsecured) (Considered Good)Advances recoverable in cash or in kind or for value to be received

a. To companies under same Group 106,487,228 87,310,409(Includes Rs. 78,857,090/- (Previous Year : Rs. 27,493,513/-) to Associate / Subsidiary Companies)b. To others - 1,433,334

Advance to Suppliers 2,275,062 10,978,139 Deposits To Others: a. Long Term 21,395,999 21,395,999 b. Short Term 1,343,965 1,418,765 Deposits To companies under same Group 82,500,000 82,500,000

214,002,254 205,036,646

TOTAL 244,927,108 267,242,632

SCHEDULE - 8CURRENT LIABILITIES AND PROVISIONS :

Current LiabilitiesTrade Creditors 55,063,877 80,495,862Other Liabilities 67,742,976 50,112,482(including Dues to Subsidiary / Associate Concerns Rs. 27,872,725 )Balance with Scheduled Banks in Current Accounts (Book Overdraft) 6,517,029 2,259,063

ProvisionsProvision for Taxation 148,605 778,910(Net of Advance Tax Current YearRs. 13,866,395/- & Previous Year Rs. 13,236,090/-)Provision for provident fund scheme 1,303,551 -Provision for insurance, pension and similar staff benefit schemes 1,185,746 -Other Provision 14,436,046 -

TOTAL 146,397,829 133,646,317

As at31/3/2011

As at31/3/2010

Particulars

Rs. Rs.

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SCHEDULE - 9Other IncomeDiscount Received 33,982 212,397Other Miscellaneous Income 13,403,294 12,924,343Sale of Sauces 5,563,598 0Profit on Sale of Assets 0 400,819Sale of Scrap 0 42,033Dividend Received 5,000 2,500Interest Received 1,185 66,691Sundry Balance Written Back (Net) 1,571,210 2,888,744

TOTAL 20,578,269 16,537,527

SCHEDULE - 10MATERIAL CONSUMPTION (Refer note 3.3 of Schedule 18)Food, Beverages and liquorOpening Stock 39,976,468 63,549,832Add:- Purchases 57,413,857 41,639,433

97,390,325 105,189,265Less:- Closing stock 24,808,334 39,976,468

TOTAL 72,581,991 65,212,797

SCHEDULE -11OPERATING EXPENSESElectricity & Water Charges 9,557,305 11,862,627Event Expenses 325,949 1,937Housekeeping 1,460,223 2,003,052Other Operating Expenses 16,691,399 30,463,894Transportation Charges 311,447 357,022

TOTAL 28,346,323 44,688,532

SCHEDULE -12EMPLOYEE COSTSalaries, Wages and Bonus (Refer Note No. 2.2 to Schedule 18) 18,090,417 26,403,865Contribution to P.F. and Other Funds 1,297,585 1,468,830Staff Welfare & Refreshment Expenses 2,440,110 3,642,629

TOTAL 21,828,112 31,515,324

SCHEDULE -13ADMINISTRATIVE EXPENSESRemuneration to Auditors (Refer Note No. 2.13 to Schedule 18) 375,000 311,250Communication Expenses 1,100,240 1,492,697Conveyance & Travelling Expenses 1,972,765 2,367,437Legal & Professional Expenses 8,849,406 10,070,175Printing & Stationary 1,446,725 1,428,445Rent - Others 126,539 27,600Other Administrative Expenses 12,289,870 17,037,422Sundry Balance Written Off 8,746,745 0

TOTAL 34,907,289 32,735,026

Particulars For the yearEnded

31-03-2011Rs.

For the yearEnded

31-03-2010Rs.

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SCHEDULE -14SELLING AND DISTRIBUTION EXPENSESAdvertisement Expenses 585,173 906,851Business Promotion Expenses 4,394,975 2,595,969Commission and Discounts 127,361 1,173,894Bad Debts 13,209,453 16,245,303

TOTAL 18,316,962 20,922,017

SCHEDULE -15REPAIRS AND MAINTANANCERepairs to Building 735,836 446,957Repairs to Plant and Machinery 442,604 343,365Repairs to Others 3,255,051 2,311,816

TOTAL 4,433,491 3,102,138

SCHEDULE-16FINANCE COSTInterest on Bank Loans 43,999,379 46,078,611Interest on Other Loans 10,526,860 1,773,168Bank Charges and Commission 3,369,576 3,352,604

TOTAL 57,895,815 51,204,383

SCHEDULE-17RATES & TAXESEntertainment Tax 1,121,545 1,345,500License Fees 1,032,184 4,699,979Sales Tax 20,580,141 20,154,515Other Taxes 329,357 2,073,952

TOTAL 23,063,227 28,273,946

Particulars For the yearEnded

31-03-2011Rs.

For the yearEnded

31-03-2010Rs.

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SCHEDULE – 18:

NOTES FORMING PART OF ACCOUNTS:

1. SIGNIFICANT ACCOUNTING POLICIES :

The financial statements are prepared under historical cost convention on accrual basisand comply with the Accounting Standards (AS) issued by the Institute of CharteredAccountants of India (ICAI), referred to in Section 211 (3C) of the Companies Act, 1956.The preparation of financial statements requires the management to make estimates andassumptions considered in the reported amounts of Assets and Liabilities (including contingentliabilities) as of the date of the financial statements that are prudent and reasonable. Managementbelieves that the estimates used in preparation of the financial statements are reasonableand prudent. Future results could differ from these estimates. The significant accounting policiesadopted in the presentation of the accounts are as under.

1.1. Fixed Assets:

Fixed assets are valued at cost less depreciation / amortization and impairment losses,if any. Cost includes expenses incidental to the installation of assets and attributable borrowingcosts.

Deposits given for premises, where right to operate for more than three years exists areclassified as long term deposits under Current Assets , as the same represents a longterm right to occupy the Premises and operate the business.

1.2. Depreciation / Amortization:

Depreciation on fixed assets held / purchased at owned premises, vehicles and computershas been provided on straight-line basis in accordance with the provisions of Schedule XIVto Companies Act, 1956. Depreciation in respect of fixed assets except data processingequipment and vehicles held at Lease hold premises are provided on SLM basis at rateshigher than Schedule XIV to Companies Act, 1956.

1.3. Transactions in Foreign Exchange:

Transactions in foreign exchange are recorded at the exchange rate prevailing on the dateof the transaction.

1.4. Investments

Long term Investments are carried at cost. However, provision is made for diminution invalue, other than temporary, on an individual basis.

Current Investments are carried at the lower of cost and fair value determined on a categorywise basis. The earnings on investments are accounted when the company’s right to receivethe payment is established. Interest on bank deposit is accounted on accrual basis.

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1.5. Sales

Sales comprises of sale of rooms, food and beverages, allied services relating to restaurants& hotel operations, including net income from membership fees. Revenue is recognizedwhen foods / drinks are supplied or served or services are rendered. Sales are inclusiveof VAT and service tax.

1.6. Employee Retirement Benefits:

The Company’s contributions to recognized provident fund paid / payable during the yearis recognised in the Profit & Loss Account as and when incurred.

1.7. Inventories

Inventories constitute food provisions, beer, wine, spirits and soft drinks. Inventories arecarried at Cost (computed on first in first out basis) or Net Realisable Value, whicheveris lower.

1.8. Taxes on Income:

a. Income tax is computed in accordance with Accounting Standard 22 – ‘Accountingfor Taxes on Income’ (AS-22), issued by the ICAI. Tax expenses are accountedfor in the same period to which the revenue and expenses relate.

b. Provision for current income tax is made for the tax liability payable on taxableincome after considering tax allowances deductions and exemptions determinedin accordance with the prevailing tax laws. The differences between the taxableincome and the net profit or loss before tax for the year as per the financial statementsare identified and the tax effect of timing differences is recognised as a deferredtax asset or deferred tax liability. The tax effect is calculated on accumulated timingdifferences at the end of the accounting year based on effective tax rates substantivelyenacted by the balance sheet date that would apply in the years in which timingdifference is expected to reverse.

c. Deferred tax assets other than on unabsorbed depreciation or carried forward lossesare recognised only if there is reasonable certainty that they will be realized andare reviewed for the appropriateness of their respective carrying values at eachbalance sheet date.

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1.9. Impairment of Assets:

Impairment is ascertained as at each Balance Sheet date in respect of the Company’s fixedassets.

An impairment loss is recognised whenever the carrying amount of the asset exceeds itsrecoverable amount. The recoverable amount is the greater of the net selling price and itsvalue in use.

1.10. Arrangement for Restaurant and Hotel Operation and Management:

Besides its own activities the Company has taken management and operations of certainHotels and Restaurants on ‘Revenue sharing basis’ under the Company’s own brands.All Revenues, Costs, Assets and Liabilities pertaining to those units under the revenuesharing arrangement are included in the financial statements and the share of revenuepayable to other parties has been shown as expenditure in the Profit and Loss Account.

1.11. Accounting for Provisions, Contingent liabilities, and Contingent Assets:

Provisions are recognized in terms of Accounting Standard 29 – ‘Provisions ContingentLiabilities and Contingent Assets’ (AS-29), issued by the ICAI, when there is a presentlegal or statutory obligation as a result of past events, where it is probable that therewill be outflow of resources to settle the obligation and when a reliable estimate of theamount of obligation can be made. Contingent liabilities are recognized only when thereis a possible obligation arising from past events due to occurrence or non occurrenceof one or more uncertain future events not wholly within the control of the company orwhere any present obligation cannot be measured in terms of future outflow of resourcesor where a reliable estimate of the obligation cannot be made. Obligations are assessedon an ongoing basis and only those having a largely probable outflow of resources areprovided for. Contingent assets are not recognized in the financial statements.

1.12. Assets taken on Lease:

a. In respect of finance lease arrangements, the assets are capitalized and depreciated.Finance charges are debited to the Profit & Loss Account of the year in which theyare incurred.

b. Operating Lease payments are recognised as expenditure in the Profit & Loss Accounton a straight line basis, representative of the time pattern of benefits received fromthe use of the assets taken on lease.

1.13. Borrowing Costs:

Interest and other borrowing costs are charged to revenue in the period in which theyare paid.

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2. NOTES TO ACCOUNTS

2.1. Extra Ordinary Items :

During the year, due to a dimunition in value of its investment in its subsidiary, Nando’s IndageRestaurant Pvt. Ltd., the Company has written off the entire share application money pendingfor allotment amounting to Rs 65,000,000, and the share value of its investment amountingto Rs 9,217,758.

2.2. Managerial Remuneration under Section 198 of the Companies Act, 1956 to the ManagingDirector (Minimum Remuneration):

Particulars Amount

Salary 1,498,200

2.3. Unsecured Loan From Directors (Interest Free)

Name of the Director Balance as on Maximum balance31-03-2011 (Rs.) during the year (Rs.)

S. G. Chougule 11,477,704 12,502,976

V. S. Chougule 34,101,971 34,101,971R. S. Chougule 2,177,684 2,177,684 Total 47,757,359 48,782,631

2.4. Segment Reporting

In terms of the Accounting Standard 17 (AS – 17) “Segment Reporting” issued by the Instituteof Chartered Accountants of India the company has only one Segment i.e. “Managementand operations of restaurants & hotels”, and accordingly no separate disclosure is made. Thereis no geographical segment to be reported since all the operations are undertaken in India.

2.5. Outstanding of Micro, Small and Medium Enterprises

The Company has not received any information from suppliers regarding their Status underthe Micro, Small & Medium Enterprises Development Act, 2006 & hence disclosures regardingamount due and outstanding to suppliers as at the end of the Accounting Year have not beengiven. The Company is making efforts to get the confirmations from the suppliers as regardstheir status under the Act.

2.6. Related Party Disclosure (As identified and certified by the Management)

Disclosure requirements are as per Accounting Standard 18 (AS-18) “Related Party Disclosure”issued by the Institute of Chartered Accountants of India are given below:

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Subsidiary companies Nando’s Indage Restaurants Pvt. Ltd.

Amazon Food & Beverages Pvt. Ltd.

Associate Concerns Indage Vintners Ltd.

Indage Hotels Ltd.

Indage Development Construction Pvt. Ltd.

Marlborough Finance Pvt. Ltd.

Indage Wines - (Partnership Firm)

Industrial Agencies Corporation (New Bombay) -(Partnership Firm)

Industrial Agencies Corporation - (Partnership Firm)

Indage Engineering Pvt. Ltd.

Indage Investments Pvt. Ltd.

Prime Securities Ltd.

Indage Vineyards Pvt. Ltd.

PSKC Clothing Company Pvt. Ltd.

Seabuckthorn Indage Ltd.

Indage Aries Restaurant- (Partnership Firm)

Key Personnel & Relatives Mr. S. G. Chougule – Chairman

Mr. A. B. Shah – Vice Chairman

Mr. V. S. Chougule – Managing Director

Mr. R. S. Chougule – Director

Mrs. Kavita V. Chougule

The Company has entered into transactions with certain parties as listed above during the yearunder consideration. Full disclosures have been made and the Board considers such transactionsto be in normal course of business and at rates agreed between parties.

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Name of Party Nature of Transaction Amoun(in Rupees)

Subsidiary Companies Funds Paid (Net) 16,926,566

Investment Written Off 74,217,758

Purchase 5,755,118

Amount Outstanding 38,007,074Receivable as at 31-3-2011

Associate Concerns Funds Received (Net) 9,195,687

Purchase 13,441,092

Sale 17,699,926

Bad Debts Written off 12,282,780

Investment Made 17,500,000

Amount Outstanding Payable 37,291,244as at 31-3-2011

Key Personnel Unsecured Loans Repaid (Net) 870,218

Loans Outstanding as at 31-3-2011 48,123,171

Professional Fees 240,000

2.7. Investments in Partnership Firm – Indage Aries Restaurant- Partnership Firm

Company has entered into a partnership - Indage Aries Restaurant on 1st April, 2010-in which it has a 50% share for a consideration of Rs 17,500,000. The Company hastransferred all its existing assets of Athena Bangalore as the consideration.

2.8. Deferred Tax

In accordance with the Accounting Standard 22 (AS-22) “Accounting for Taxes on Income”issued by the Institute of Chartered Accountants of India there is a Deferred Tax Asset(DTA). As a matter of prudence the DTA arising has not been accounted for in the books.Hence, the existing Deferred Tax Liability of Rs.1,028,829/- has been carried forward.

2.9. Earnings Per Share:

Earnings per Share is calculated in accordance with Accounting Standard 20 – ‘Earningsper Share’ (AS – 20) issued by the ICAI.

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Particulars Year ended Year ended31-03-2011 31-03-2010

Profit / (Loss) for the year after tax (206,846,881) (147,112,289)

Weighted average number of shares 37,319,800 37,319,800

Basic earnings per share (in Rs.) (5.54) (3.94)

Weighted average number of diluted shares 37,319,800 37,319,800

Diluted earnings per share (in Rs.) (5.54) (3.94)

Nominal value per share (in Rs.) 3/- 3/-

2.10. Impairment of Asset

The company has carried all its fixed assets at its carrying amount. As per its economicperformance and internal projections the management contends that there is no potentialimpairment loss on the existing fixed assets of the company. No Impairment loss is providedas stated under AS-28 “Impairment of Assets” issued by the Institute of CharteredAccountants of India.

2.11. On 8th December 2010, the Company has received a possession notice under Securitizationand Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002from the banks for taking over certain Fixed Assets of the Company, which have beenmortgaged to the banks on account of non-payment of outstanding secured loans.

2.12. Sundry Debtors, Creditors and Loans and Advances are subject to Confirmations. TheCompany is in process of reconciling its outstanding balances of receivables and payables.

2.13. Remuneration to Auditors

Particulars 2010-2011 2009-2010

As Audit Fees 375,000 200,000

Certification and Other Services - 111,250

Out of Pocket Expenses - -

TOTAL 375,000 311,250

2.14. Fixed Assets and Stocks aggregating to Rs. 17,442,458 and Rs. 1,786,626 respectively arenot in possession of the Company on account of dispute for operating and ownership rightsfor two restaurants buildings constructed by Company in the past. The Company has takensuitable legal action for gaining the possession and operating rights.

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3 ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3,4C, & 4D OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956.

3.1 Installed Capacity :

Particulars 2010–11 2009–10

Licensed capacity N.A. N.A.

Installed capacity N.A. N.A.

3.2 As the business of the Company is in respect of food and beverages it is not possible togive quantity wise details of purchases, sales and opening and closing stock of food & beverages.

3.3 Consumption, Purchases & Stocks of Material.

Description Food and Beverages Wine and Liquors Total

2010–11 2009–10 2010–11 2009–10 2010–11 2009–10

Opening Stock 2,497,190 3,304,388 37,479,278 60,245,444 39,976,468 63,549,832

Purchases 44,773,449 31,665,071 12,640,408 9,974,362 57,413,857 41,639,433

Total 47,270,639 34,969,459 50,119,686 70,219,806 97,390,325 105,189,265

Closing Stock 2,291,540 2,497,190 22,516,794 37,479,278 24,808,334 39,976,468

Consumption 44,979,099 32,472,269 27,602,892 32,740,528 72,581,991 65,212,797

Consumption of Materials % of Total 2010-11 % of Total 2009-10consumption Rs. consumption Rs.

Imported 0.00% 0 0.00% 0

Indigenous 100.00% 72,581,991 100.00% 65,212,797

Total 100.00% 72,581,991 100.00% 65,212,797

3.4 Value of Imports Calculated on CIF basis :

Particulars 2010-11 2009-10Rs. Rs.

Materials etc. Nil Nil

Capital Goods Nil Nil

Total Nil Nil

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3.5 Earnings in Foreign Exchange (Accrual Basis):


Exports at FOB Value Nil Nil

Others 9,740,132 10,079,517

Total 9,740,132 10,079,517

3.6 Expenditure in Foreign currency (Accrual Basis):


Foreign Travel 226,196 293,567

3.7 Value of Imports Calculated on CIF basis


Raw materials Nil Nil

Capital goods Nil Nil

3.8 Net Dividend remitted in foreign exchange


Number of non- resident shareholders Nil Nil

Number of Equity Shares held Nil Nil

Gross amount of dividends

Amount deposited in their bank accounts in India

Remittance in foreign currency

50


3.9 Capital Commitments


Estimated amount of contracts remaining to be executed Nil Nilon capital account and not provided for (net of advances).

3.10 Contingent Liabilities


Claims against the Company not acknowledged 40,000,000 NILas debts – Refer Note (a)

Disputed income tax demand – Refer Note (b) 8,529,928 8,529,928

TOTAL 48,529,928 8,529,928

a. The above claim has been filed by a party in respect of a cheque bouncing case.

b. The Company has not provided for disputed income tax liability of Rs. 8,529,928 (Previousyear - Rs. 8,529,928) arising from disallowances made for A.Y. 2006-07 which is pendingwith ITAT for its decision.

Previous year figures have been regrouped and recast wherever necessary to confirm tothe current year’s presentation.

Signatures to Schedules 1 to 18As per our report of even dated attached










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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011

2010-2011ParticularsRs. Rs.

1 Cash Flow from Operating ActivitiesProfit as per Profit and Loss Account -206,846,881 -147,112,289Add/Less : Non cash adjustments

Depreciation 46,223,987 46,606,295Interest 57,895,815 51,204,383Sundry Balance written off 8,746,745 255,111Bad Debts 13,209,453 16,245,303

-80,770,881 -32,801,197

Less : Other IncomeSundry Balance written back -1,571,210 -2,888,744Interest Received -1,185 -66,691Profit on Sale of Assets 0 -400,819Dividend Income -5,000 -2,500

-82,348,276 -36,159,951Increase/Decrease In Working Capital

Inventories 15,168,134 99,982Debtors 15,590,476 -8,920,718Loans & Advances -9,040,408 78,692,914Deposits 74,800 509,636Liabilities 9,887,828 32,721,011

Net Cash Flow from operating -50,667,447 66,942,874activities & before tax

Extra Ordinary Items 74,217,758 27,615,697Less: Taxes paid 0 0Net Cash Flow from Operating activities 23,550,311 94,558,571

2 Cash flow from Investment ActivitiesInvestments made -17,500,000 -999,000Dividend Income received 5,000 2,500Interest Received 1,185 66,691Fixed Assets sold 17,525,000 6,710,066Fixed Assets purchased -781,685 -1,216,721

Net Cash Flow from Investment activities -750,500 4,563,536

3 Cash Flow from Finance ActivitiesUnsecured loans -7,747,886 -34,968,999Secured loans 42,321,369 -15,215,109Interest Paid -57,895,815 -51,204,383

Net Cash Flow from finance activities -23,322,332 -101,388,491

Net increase in Cash and cash equivalent (1+2+3) -522,521 -2,266,384

Opening cash BalanceCash and cash Equivalents as on 31-03-2010 1,873,508 4,139,892

Cash and cash Equivalents as on 31-03-2011 1,350,987 1,873,508

Net Increase / (Decrease) in Cash and cash equivalents -522,521 -2,266,384

2009-2010

AS PER OUR REPORT OF EVEN DATED ATTACHEDFor SORAB S. ENGINEER & CO.Chartered AccountantsFirm Regn. No. 110417WSd/-M.P. ANTIAPartnerMembership No. 7825PLACE : MumbaiDATE : 11th April, 2012






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Registered Office: Indage House, 82, Dr. A.B. Road, Worli, Mumbai 400 018

ATTENDANCE SLIP

Full name & Address of the Shareholder(In Block Letters) :______________________________________

______________________________________

______________________________________

Member’s Folio Number/ Client ID ____________________________________

Number of Shares Held: ____________________________________

Name of the Proxy (In Block Letters): ____________________________________

(to be filled in, if the Proxy attends instead of the Member)

I/We hereby record my/our presence at the 28th Annual General Meeting of the Company held at “Tetsuma,41/44, Mon Repos, Minoo Desai Marg, Behind Radio Club, Colaba, Mumbai 400 005 ”on Thursday, 10th

May 2012 at 10.00 a.m.

Note: To be handed over at the entrance of the meeting hall

____________________________

Member’s/ Proxy Signature

INDAGE RESTAURANTS AND LEISURE LIMITEDRegistered office: Indage House,82, Dr. A. B. Road, Worli, Mumbai 400 018

PROXY FORM

Member’s Folio Number/ Client ID ___________________ Proxy No. ____________

I/ We _________________________________________________of _______________ being a Member/

Members of the above named Company, hereby appoint __________________________ of ________

or failing him ________________________________ of _____________________ as my/ our proxy to

attend and vote for me/ us on my/our behalf at the 28th ANNUAL GENERAL MEETING of the Company held

on Thursday, 10th day of May,2012 at 10 a.m. At “Tetsuma, 41/44, Mon Repos, Minoo Desai Marg, Behind

Radio Club, Colaba, Mumbai 400 005”

Signed this ________________ day of ___________________2012.

No. of Shares held ______________________

The Companies Act, 1956, lays down that the instrument appointing a proxy shalla be deposited at the Registered

Office of the Company not less than 48 hours before the time fixed for holding the Meeting.

Affix

Rs. 1

Revenue

Stamp

INDAGE RESTAURANTS

&

LEISURE LIMITED

Annual ReportAnnual ReportAnnual ReportAnnual ReportAnnual Report2010 - 20112010 - 20112010 - 20112010 - 20112010 - 2011

BOOK - POST

TO,

If undelivered please return to :

INDAGE RESTAURANTS & LEISURE LIMITEDIndage House, 82, Dr. A. B. Road,Worli, Mumbai - 400 018.

SU

VAR

NA

PR

INTS

- 98

213

3609

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