Final Results

RNS Number : 0405P

Indian Restaurants Group PLC

28 September 2011

 



INDIAN RESTAURANTS GROUP PLC

(AIM: IRGP)

Audited final accounts for 18-month period ended 31 March 2011

Chairman's Statement

I am pleased to report the results of Indian Restaurant Group plc ("IRGP" or the "Group") for the 18 month period ended 31 March 2011.

The Group generated revenues of £3.63 million in the 18 month period to 31 March 2011 compared with revenues of £2.47 million in the 12 month period ended 30 September 2009. These results reflect the very tough trading conditions that we had highlighted in our previous annual and interim reports. The restaurant sector is very competitive and, against a background of a slowing economy, we have had to continue with higher promotional activity in the period to retain our customers. The Group made a loss before tax of £1.62 million in the 18 month period compared with a loss before tax of £1.05 million in the previous 12 month period. Loss per share for the 18 month period amounted to 9.6 pence, compared with a loss of 8.1 pence per share in the previous 12 months. As at 31 March 2011, the Group had net assets of £0.26 million, versus £1.73 million as at 30 September 2009.

Through its three subsidiaries, the Group operated Indian restaurants. In February 2008, the Group acquired Mela, Chowki and, the now closed, Three Monkeys in Herne Hill.  Subsequently it opened Mela Redhill. The expectation in 2008 was that the Group would be able to grow both organically and through acquisition. However, against a background of the challenging economic conditions that have prevailed since 2008, the Group has not been able to implement this strategy successfully. As stated in the interim results, released on 28 March 2011, we had been actively working with our major shareholders with respect to evaluating alternative options to increase the scale of operations. Despite our best efforts, we have been unable to achieve this objective and therefore indicated that, in consultation with our shareholders we would conduct a review of our operations.

The result of this review was that the Board concluded that the interests of the Shareholders would be best served by a realisation of the restaurant business thereby allowing the Group the chance to explore other investment opportunities that may offer Shareholders a better prospect in the current economic environment. The Directors also believed that, given the continuing uncertain economic climate, the interests of the restaurants would be best served not being part of a public company.

As a result, after the period end on 15 July 2011 IRGP entered into an agreement with Swadha Limited to sell the entire share capital of its three subsidiaries for £250,000 of which £150,000 was received on completion and the balance is payable in 78 equal instalments. Security has been granted by Swadha to the Company to secure these weekly payments. As part of the agreement the Company agreed to capitalise its intercompany loans to Chandan group amounting to £610,000. This transaction was completed on 1 September 2011. Following on from this disposal the Company no longer has a trade and in accordance with AIM Rule 15 IRGP is now treated as an investing company. 

The investing policy of IRGP was approved at the general meeting on 26 August 2011.  The investing policy is to acquire either minority interests or controlling stakes, either through the issue of securities or for cash, in quoted and non -quoted companies operating in the leisure sector.  IRGP has until 26 August 2012 to implement its investing policy.

The results for the 18 month period ended 31 March 2011 incorporate the results of its three subsidiaries (Chandan Limited, Rice & Spice Limited and Mela Redhill Limited). As discussed above, these subsidiaries have been sold after the period end in September 2011.

Haresh Kanabar

Chairman

28 September 2010

Contacts:
Indian Restaurants Group plc	www.indianrestaurantsgroup.com
Haresh Kanabar, Chairman	[phone]
WH Ireland Limited	www.wh-ireland.co.uk
Mike Coe / Marc Davies	[phone]

Audited Consolidated Income Statement for the period ended 31 March 2011

		18 months ended 31 March	Year  ended 30 September
	Note	2011	2009
		£'000	£'000
Continuing operations
Revenue	3	3,598	2,470
Cost of sales		(810)	(657)
gross profit		2,788	1,813
Other operating income		10	-
Administrative expenses	4	(4.417)	(2,508)
Operating loss		(1,619)	(695)
Finance income	7	3	26
Finance costs	7	(1)	(10)
Loss on ordinary activities before tax		(1,617)	(679)
Tax expense	10	-	26
Loss for the year from continuing activities		(1,617)	(653)
Discontinued operations
Loss for the year from discontinued operations	17	-	(405)
Loss for the year		(1,617)	(1,058)
Basic and diluted loss per share
From continuing operations	11	(9.6)p	(5.0)p
From discontinuing operations	11	-	(3.1)p
		(9.6)p	(8.1)p

Audited Consolidated Balance Sheet at 31 March 2011

		As at 31 March	As at   30 September
		2011	2009
	Notes	£'000	£'000
ASSETS
Non-current assets
Goodwill	12	475	1,473
Property, plant and equipment	13	292	357
		767	1,830
Current assets
Inventories	15	20	20
Trade and other receivables	18	295	218
Cash and cash equivalents	16	142	650
		457	888
LIABILITIES
Current liabilities
Trade and other payables	19	(755)	(553)
Financial liabilities - borrowings	20	(127)	(216)
		(882)	(769)
Net current (liabilities)/assets		(425)	119
Non-current liabilities
Financial liabilities - borrowings	20	(85)	(190)
Provisions for other liabilities and charges		-	(25)
		(85)	(215)
NET ASSETS		257	1,734
SHAREHOLDERS' EQUITY
Issued share capital	21	1,336	1,308
Share premium account		3,563	3,451
Share based payments reserve		139	139
Retained earnings		(4,781)	(3,164)
TOTAL EQUITY		257	1,734

Audited Consolidated Statement of Changes in Equity

	Ordinary share capital	Deferred share capital	Share premium	Share based payments reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 October 2008	1,308	-	3,451	133	(2,106)	2,786
Share based payments	-	-	-	6	-	6
Total comprehensive loss for the period	-	-	-	-	(1,058)	(1,058)
At 1 October 2009	1,308	-	3,451	139	(3,164)	1,734
Share re-organisation	(1,243)	1,243	-	-	-	-
Share issue	28		112			140
Total comprehensive loss for the period	-	-	-	-	(1,617)	(1,617)
At 31 March 2011	93	1,243	3,563	139	(4,781)	257

Audited Consolidated Cash Flow Statement for the Period ended 31 March 2011

	Note	18 months ended 31 March	Year  ended 30 September
		2011	2009
		£'000	£'000
Net cash flow from operating activities	24	(443)	(413)
Cash flows from investing activities
Purchase of property, plant and equipment		(13)	(127)
Disposal/acquisition of subsidiaries, including overdraft		-	45
Interest received		3	26
Net cash used in investing activities - continuing operations		(10)	(56)
Net cash used in investing activities - discontinued operations		-	-
Net cash used in investing activities		(10)	(56)
Cash flows from financing activities
Proceeds of share issues		140	-
Repayment of bank loans and finance leases		(100)	(103)
Interest paid		(1)	(10)
Net cash from/(used in) financing activities - continuing operations		39	(113)
Net cash used in financing activities - discontinued activities		-	(31)
Net cash from/(used in) financing activities		39	(144)
Decrease in cash and cash equivalents		(414)	(613)
Cash and cash equivalents at start of period	25	548	1,161
Cash and cash equivalents at end of period	25	134	548

Notes to the Financial Statements for the 18 Month Period ended 31 March 2011

1.      Basis of preparation

Indian Restaurant Group Plc is a public limited company incorporated and domiciled in United Kingdom. The principal activity of the company is to operate a chain of Indian restaurants.  The company's ordinary shares are traded on the AIM market of the London Stock Exchange plc ("AIM").

The registered office of the Company is c/o SRL Accountancy & Payroll Services Ltd, Entrance E2, Leicester Business Centre, 111 Ross Walk, Leicester, LE4 5HH.

The consolidated and the company's financial statements for the period ended 31 March 2011 have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union, including International Accounting Standards ('IAS') and interpretations issued by the International Accounting Standards Board.

Statutory accounts for the 18 months ended 31 March 2011 will be delivered to shareholders and to the Registrar of Companies and will be available on the Company's website (www.indianrestaurantsgroup.com).  The report of the auditors on the statutory accounts for the 18 months ended 31 March 2011 was unqualified and did not contain a reference to any matters which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under section 498 (2) or section 498 (3) of the Companies Act 2006.

2.      Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements.

Going concern

The consolidated financial statements have been prepared on a going concern basis as, after making appropriate enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future at the time of approving the financial statements. 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company made up to 31 March 2011.  The excess of cost of acquisition over the fair values of the Group's share of identifiable net assets acquired is recognised as goodwill.  Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired is recognised directly in the income statement.

3.      Segmental information

i)      Primary business segment

Segment information is presented in respect of the group's business segments.  The primary business segments are based on the group's reporting structure.

Segmental results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 

	Restaurants	Head Office	Group
	£'000	£'000	£'000
18 month period ended 31 March 2011
Revenue
Sales to external customers	3,598	-	3,598
Results
Operating profit/(loss) before interest and tax	51	(1,670)	(1,619)
Net finance income/(expense)	(1)	3	2
Profit/(loss) before tax	50	(1,667)	(1,617)
Taxation	-	-	-
Profit/(loss) for the year from continuing activities	50	(1,667)	(1,617)
Loss for the year from discontinued operations			-
Loss for the year			(1,617)
Assets and liabilities
Segment assets	1,132	92	1,224
Segment liabilities	(828)	(139)	(967)
Total net assets	(304)	(47)	257
Other segment information
Capital expenditure
Property, plant & equipment	9	4	13
Depreciation	74	4	78

	Restaurants	Head Office	Total Group
	£'000	£'000	£'000
Year ended 30 September 2009
Revenue
Sales to external customers	2,470	-	2,470
Result
Operating loss before interest and tax	(244)	(451)	(695)
Net finance (cost) income	(6)	22	16
Loss before tax	(250)	(429)	(679)
Taxation	26	-	26
Loss for the year from continuing operations	(224)	(429)	(653)
Loss for the year from discontinued operations			(405)
Loss for the year			(1,058)
Assets and liabilities
Segment assets	2,069	649	2,718
Segment liabilities	(878)	(106)	(984)
Total net assets	1,191	543	1,734
Other segment information
Capital expenditure
Property, plant & equipment	125	2	127
Depreciation	53	-	53

4.      Administrative expenses

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Depreciation	78		53
	Loss on disposal of property, plant and equipment	-		13
	Impairment of goodwill	998		-
	Staff costs	1,771		1,476
	Operating costs	1,074		638
	Operating lease rentals	496		328
		4,417		2,508

5.      Auditors' remuneration

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Audit fees:
	- statutory audit of the Group accounts	6		11
	- statutory audit of the company's subsidiaries	9		23
		15		34

6.      Other operating income

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Rent received	10		-
		10		-

7.      Finance income and costs

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Bank interest receivable	3		26
	Interest payable on bank loans	(1)		(10)
		2		16

8.            Directors' emoluments

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Emoluments for qualifying services	495		351
	Pension contributions	11		11
	Share based payments	-		6
		506		368
	The above includes amounts paid to the highest paid director as follows:-
	Emoluments for qualifying services	165		110
	Pension contributions	11		11
	Share based payments	-		6
		176		127

No directors exercised share options during the year (2009: nil)

9.            Employees and staff costs

The average number of employees was as follows:

		18 months ended  31 March  2011		Year ended  30 September 2009
		No.		No.
	Management	4		4
	Restaurants	67		73
		71		77

Staff costs for the above employees were as follows:

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Wages and salaries	1,771		1,415
	Social security costs	63		44
	Pension contributions	11		11
	Share based payments	-		6
		1,845		1,476

The pension contributions were made to the personal pension scheme of a director of the company. 

10.          Taxation

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Current tax charge	-		-
	Adjustment in respect of prior years	-		26
	Current tax credit	-		26
	Factors affecting the tax charge for the period
	Loss on ordinary activities before taxation	(1,617)		(1,058)
	Loss on ordinary activities before taxation multiplied by standard rate of corporation tax of 28% (2009: 28%)	(453)		(296)
	Effects of:
	Temporary timing differences	6		6
	Non deductible expenses	28		(78)
	Depreciation in excess of capital allowances	10		2
	Unutilised tax losses	130		179
	Impairment of goodwill	279		187
	Current tax charge	-		-

The Group has approximately £4.0m (2009: £2.6m) of trading losses to carry forward and offset against future trading profits.

11.          Loss per share

		18 months ended  31 March  2011		Year ended  30 September 2009
	Basic
	Loss from continuing activities (£'000)	(1,617)		(653)
	Loss from discontinuing activities (£'000)	-		(405)
		(1,617)		(1,058)
	Number of shares	16,806,004		13,079,850
	Basic loss per share (p)
	From continuing operations	(9.6)p		(5.0)p
	From discontinuing operations	-		(3.1)p
		(9.6)p		(8.1)p

There was no dilutive effect from the share options outstanding during the year.

12.          Goodwill

		Note		2009
				£'000
	Cost
	At 1 October 2009			2,137
	At 31 March 2011			2,137
	Impairment
	At 1 October 2009			(664)
	Impairment charge			(998)
	At 30 September 2009			(1,662)
	Net book value
	At 31 March 2011			475
	At 30 September 2009			1,473

13.          Property, plant and equipment

GROUP

		Leasehold buildings	Fixtures & Fittings	Motor Vehicles	Total
		£'000	£'000	£'000	£'000
	Cost
	At 1 October 2008	311	626	7	944
	Additions	81	46	-	127
	Disposals	(33)	(320)	-	(353)
	At 30 September 2009	359	352	7	718
	Additions	-	13	-	13
	Disposals	-	-	-	-
	At 31 March 2011	359	365	7	731
	Accumulated depreciation
	At 1 October 2008	159	303	2	464
	Charge for the year	20	32	1	53
	On disposal	(11)	(145)	-	(156)
	At 30 September 2009	168	190	3	361
	Charge for the period	29	48	1	78
	On disposal	-	-	-	-
	At 31 March 2011	197	238	4	439
	Net book value
	At 31 March 2011	162	127	3	292
	At 30 September 2009	191	162	4	357

COMPANY

					Fixtures & Fittings
					£'000
	Cost
	At 1 October 2008				-
	Additions				2
	At 30 September 2009				2
	Additions				4
	At 31 March 2011				6
	Accumulated depreciation
	At 1 October 2008				-
	Charge for the year				-
	At 30 September 2009				-
	Charge for the period				4
	At 31 March 2011				4
	Net book value
	At 31 March 2011				2
	At 31 March 2011				2

14.          Investments - available for sale

COMPANY

		Subsidiary undertakings	Total
		£'000	£'000
	Cost and net book value
	At 1 October 2009	880	880
	Impairment of investment	(880)	(880)
	At 31 March 2011	-	-

Details of the investments in which the Company directly or indirectly holds 20% or more of the nominal value of any class of share capital are as follows:

	Name of company	Proportion held	Direct or indirect holding	Nature of business	Country of registration
	Chandan Ltd	100%	Direct	Restaurant	England & Wales
	Rice & Spice Ltd	100%	Indirect	Restaurant	England & Wales
	Mela Redhill Ltd	100%	Indirect	Restaurant	England & Wales

The registered office of each company is:

	Name of company	Registered office
	Chandan Ltd	152-156 Shaftesbury Avenue, London, WC2H 8HL
	Rice & Spice Ltd	2 Denman Street, London, W1V 7RH
	Mela Redhill Ltd	152-156 Shaftesbury Avenue, London, WC2H 8HL

15.          Inventories   

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Inventories	20	20		-	-
		20	20		-	-

16.          Cash and cash equivalents   

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Cash at bank and in hand	142	41		88	36
	Short-term bank deposit	-	609		-	609
		142	650		88	645

Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow statement:

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Cash and cash equivalents	142	650		88	645
	Bank overdraft	(8)	(102)		-	-
		134	548		88	645

17.          Discontinued operations

Discontinued operations relates to Param Consultancy Limited which went into administration on 30 June 2009.

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Revenue	-		299
	Expenses	-		(454)
	Loss before taxation	-		(155)
	Income tax expense	-		-
	Loss from discontinued operations for the year	-		(155)
	Impairment of goodwill	-		(665)
	Gain on disposal of investment	-		415
	Loss from discontinued operations	-		(405)

Cash flows from discontinued operations included in the consolidated cash flow statements are as follows:

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Net cash flow from operating activities	-		58
	Net cash flow from financing activities	-		(31)
	Total cash flows	-		27

The net assets of Param Consultancy Limited at the date the company went into administration on 30 June     2009 were as follows:

		18 months ended  31 March  2011		Year ended  30 September 2009
		£'000		£'000
	Property, plant and equipment	-		168
	Inventories	-		-
	Trade and other receivables	-		29
	Bank and cash	-		(45)
	Trade and other payables	-		(697)
		-		(545)
	Consideration	-		-
	Gain on disposal	-		(545)

18.          Trade and other receivables

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Trade receivables	9	5		-	-
	Amounts due from subsidiary undertakings	-	-		303	588
	Other receivables	84	113		2	3
	Prepayments and accrued income	202	100		-	4
		295	218		305	595

Included in other receivables are amounts of £84,000 (2009: £84,000) due after more than one year.

19.          Trade and other payables

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Trade payables	378	253		2	4
	Amounts due to group undertakings	-	-		-	-
	Taxation and social security	133	149		14	27
	Other payables	67	35		33	-
	Accruals and deferred income	177	116		90	75
		755	553		139	106

20.          Financial liabilities - borrowings

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Current:
	Bank overdrafts	8	102		-	-
	Bank loans	-	104		-	-
	Obligations under finance leases	11	10		-	-
		19	216		-	-
	Non current:				-	-
	Bank loans	193	166		-	-
	Obligations under finance leases	-	24		-	-
		193	190		-	-

The maturity date of the Group's financial liabilities is provided in note 23.

The bank loans are secured against the assets of the subsidiary undertaking to which they relate.  Interest on the loans is charged at base rate plus a margin of between 1.75 per cent and 2.5 per cent per annum. 

21.          Share capital

		Group and Company
		2011	2009
		£'000	£'000
	Authorised
	200,000,000 ordinary shares of 10p each	-	20,000
	200,000,000 ordinary shares of 0.5p each	1,000	-
	200,000,000 ordinary shares of 9.5p each	19,000	-
		20,000	20,000
	Issued and fully paid
	13,079,850 ordinary shares of 10p each	-	1,308
	18,658,844 ordinary shares of 0.5p each	93	-
	13,079,850 deferred shares of 9.5p each	1,243	-
		1,336	1,308

All ordinary shares rank equally in respect of shareholders' rights.

At a General Meeting held on 3 February 2010 the shareholders approved a sub-division of the shares, whereby each issued share of 10p was subdivided into one ordinary share of 0.5p and one deferred share of 9.5p.  The restricted rights attaching to the deferred shares are such that the deferred shares have no economic value.

On 28 April 2010,  5,578,994 ordinary shares were issued for cash at 2.5p each.

22.          Share options

The following share options have been granted by the Company:

Date of grant	Number of ordinary shares under option	Exercise price	Exercise period
08/02/2007 28/01/2009 28/01/2009	847,916          353,020          130,799	45p             45p             26p	5 years     5 years     5 years

No options were exercised or lapsed during the period.

The fair value of equity settled share options granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted.  The following table lists the inputs to the model:

Dividend yield                                                                            0%

Weighted average exercise price                                          43p

Weighted average share price                                               11.6p

Expected share price volatility                                                                35%

Risk free interest rate                                                              4.34%

Expected life of options                                                           5 years

The expense recognised by the Group for share based payments during the period ended 31 March 2011 was nil (2009: £6,430).

23.          Financial Instruments

Financial risk management

The Group's activities expose the Group to a number of risks including interest rate risk, credit risk and liquidity risk.  The Board manages these risks through a risk management programme. The fair value of the group's assets and liabilities at 31 March 2011 are not materially different from their book value.

Interest rate risk

The table below shows the Group's financial assets and liabilities split by those bearing floating rates and those that are non interest bearing.

23.    Financial instruments (continued)

	Financial assets	Floating rate	Non interest bearing	Total
		£'000	£'000	£'000
	2011
	Cash and cash equivalents	142	-	142
	Trade receivables	-	9	9
	Other receivables	-	84	84
	Prepayments and accrued income	-	202	202
		142	295	437
	2009
	Cash and cash equivalents	650	-	650
	Trade receivables	-	5	5
	Other receivables	-	113	113
	Prepayments and accrued income	-	100	100
		650	218	868

	Financial liabilities	Fixed rate		Floating rate	Non interest bearing		Total
		£'000		£'000	£'000		£'000
	2011
	Bank overdraft	-		8	-		8
	Bank loans	-		193	-		193
	Obligations under finance leases	11		-	-		11
	Trade payables	-		-	378		378
	Taxation and social security	-		-	133		133
	Other payables	-		-	67		67
	Accruals and deferred income	-		-	177		177
		11		201	755		967
	2009
Bank overdraft		-	102			-	102
Bank loans		-	270			-	270
Obligations under finance leases		34	-			-	34
Trade payables		-	-			253	253
Taxation and social security		-	-			149	149
Other payables		-	-			35	35
Accruals and deferred income		-	-			116	116
		34	372			553	959

23.    Financial instruments (continued)

Credit risk

The Group monitors credit risk on an on-going basis and manages risk by concentrating on trading and placing bank deposits with reliable counterparties. The Group has no significant concentration of credit risk associated with trading counterparties. Credit risk predominantly arises from cash and cash equivalents. 

Liquidity risk

The Group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.  All cash and cash equivalents are immediately accessible.   All of the Group's financial assets are recoverable within the next six months.

The maturity dates of the Group's financial liabilities are shown below and are based on the period outstanding at the balance sheet date up to the contractual maturity date.

	Less than 6 months	Between 6 months and 1 year	Between 1 and 5 years	Total
2011	£'000	£'000	£'000	£'000
Bank overdraft	8	-	-	8
Bank loans	69	39	85	193
Finance leases	5	5	1	11
Trade payables	378	-	-	378
Taxation and social security	133	-	-	133
Other payables	67	-	-	67
Accruals and deferred income	177	-	-	177
	837	44	86	967

	Less than 6 months	Between 6 months and 1 year	Between 1 and 5 years	Total
2009	£'000	£'000	£'000	£'000
Bank overdraft	102	-	-	102
Bank loans	52	52	166	270
Finance leases	5	5	24	34
Trade payables	253	-	-	253
Taxation and social security	149	-	-	149
Other payables	35	-	-	35
Accruals and deferred income	116	-	-	116
	712	57	190	959

24.          Cash flows from operating activities

         GROUP

	Period ended 31 March	Year ended 30 September
	2011	2009
	£'000	£'000
Loss on ordinary activities before tax - continuing operations	(1,617)	(679)
Finance income	(3)	(26)
Finance costs	1	10
Depreciation of property, plant and equipment	78	53
Loss on disposal of property, plant and equipment	-	13
Impairment of goodwill	998	-
Reverse provision for liabilities and charges	(25)	-
Share based payments	-	6
Operating cash flows before movements in working capital	(568)	(623)
Decrease in inventories	-	6
Decrease in trade and other receivables	(77)	41
Increase/(decrease) in trade and other payables	202	105
Cash flows from operating activities - continuing operations	(443)	(471)
Cash flows from operating activities - discontinued operations	-	58
Cash flows from operating activities	(443)	(413)

         COMPANY                                                                  

	Period ended 31 March	Year ended 30 September
	2011	2 009
	£'000	£'000
Loss on ordinary activities before tax	(1,900)	(468)
Share based payments	-	6
Finance income	(3)	(23)
Depreciation of property, plant and equipment	4	-
Impairment of investment in subsidiary undertakings	880	-
Impairment of loans to subsidiary undertakings	351	-
Operating cash flows before movements in working capital	(668)	(485)
Decrease in trade and other receivables	5	1
Increase/(decrease) in trade and other payables	33	(166)
Cash flows from operating activities	(630)	(650)

25.          Cash and cash equivalents

		Group			Company
		2011	2009		2011	2009
		£'000	£'000		£'000	£'000
	Cash at bank and in hand	142	650		88	645
	Bank overdraft	(8)	(102)		-
		134	548		88	645

26.          Related party transactions

During the period, the Group purchased supplies from Ghandi Imbibe Limited totalling £27,301    (2009: £92,414).  The amount owed to Ghandi Imbibe Limited at 31 March 2011 was £nil (2009: £17,294).  Dinesh Mody, a director of Chandan Limited and Rice & Spice Limited, has a controlling interest in this company.

During the period, the Group purchased supplies from Ghandi Oriental Foods Limited totalling £150,095 (2009: £104,762).  The amount owed to Ghandi Oriental Foods Limited at 31 March 2011 was £24,476 (2009: £18,698).  Dinesh Mody, a director of Chandan Limited and Rice & Spice Limited, has a controlling interest in this company.

During the period, the Group received marketing services from SHP Marketing Solutions Limited amounting to £7,545 (2009: £30,615). No amounts were outstanding at the period end. The wife of one of the directors is a director of SHP Marketing Solutions Limited.

27.          Operating lease commitments

The Group has the following annual commitments under operating leases:

		Group
		2011	2009
		£'000	£'000
	Land and Buildings:
	Expiring in:
	one to five years	-	-
	over five years	331	275

28.          Post balance sheet events

On 15 July 2011 the Group entered into an agreement for the sale of its entire interest in Chandan Limited and its subsidiaries, including all the inter company indebtedness, to Swadha Limited for a total consideration of £250,000 payable as to £150,000 in cash and £100,000 in 78 equal weekly instalments.  The sale was completed on 1 September 2011.  Kuldeep Singh who was a director of the Company until 14 April 2011 is a director of Swadha Limited.

 

END

 

 

FR UBOVRAOAKUAR