Although the operations of the Company are not energy intensive, the Company values the criticality of conservation of energy and efforts are made in this direction on continuous basis. The Company ensures that measures are taken for judicious use of energy at all levels of operations by utilizing energy efficient systems and processes. The information as required to be given under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for Energy Conservation and Technology Absorption is considered to be not applicable to the Company and hence have not been provided.

Information pertaining to Foreign Exchange Earnings and Outgo is given in the Note No. 24.4, 24.5 and 24.6 of the Notes forming part of the Financial Statements.

Dear Members,

Your Directors have pleasure in presenting the Eighth Annual Report, together with the Audited Financials of the Company for the Financial Year ended March 31, 2014 (“FY 2014”).

FINANCIAL PERFORMANCE SUMMARY

The Company has been growing in numbers, year on year, manifesting the trust and confidence of the patrons and stakeholders. The financial performance summary of the Company for FY 2014 is enumerated below:
(`Rs. in Lakhs)
Particulars FY2014 FY2013
Footfalls 39.18 29.89
Total Revenue 26,803.14 18,424.50
Profit before Interest, Depreciation and Tax 4,367.65 2,707.00
Less: Finance Cost 910.68 750.11
Less: Depreciation 1,277.73 945.77
Less: Prior Period 44.71 21.26
Less: Exceptional item -- 254.57
Add: Other Income 238.27 17.43
Profit before Tax 2,372.80 752.72
Less: Tax Expenses 856.18 295.65
Profit after Tax 1,516.62 457.07
Basic EPS (in Rs.) 13.77 4.78
Diluted EPS (in Rs.) 11.43 4.13

The Company’s total revenue stood at Rs.26,803 Lakhs in FY 2014, yielding a growth of 45%. The Profit before Interest, Depreciation and Tax in FY 2013 increased to Rs. 4,368 Lakhs as against Rs. 2,707 Lakhs in FY 2013, registering a growth of 61.36% and EBIDTA Margin has improved from 14.69% to 16.30%. Net Profit increased to Rs. 1,517 Lakhs in FY 2014 from Rs. 457 Lakhs in FY 2013, registering a growth of 231.94%.





DIVIDEND

Keeping in view, the Company’s requirement of capital for its expansion plans, the Board has not recommended any dividend.

OPERATIONAL PERFORMANCE

During FY 2014, the growth story continued, hallmarked by customer focused innovation, value offerings. BNHL have made it a priority to understand their consumers, which is really the cornerstone of the pace of growth that the Company is seeing. In FY 2014, Barbeque Nation added 5 new Outlets to the network. The Company aims at enhancing its presence for wider consumers in India simultaneously with innovation and new product offerings. Your Directors believe that the all-day part food and beverage opportunity is largely untapped and with the Company’s unique innovations, there is tremendous potential for growth in the future.

SHARE CAPITAL

During Current the year, the Company issued 2,252,124 Equity Shares of Rs. 10/- each on the exercise of warrant conversion. As a result, the issued, subscribed and paid-up equity share capital increased from Rs. 11,05,98,830/- Equity Shares as at 31st March to Rs. 13,31,20,070/-.111.
1,33,12,007,33,12,007
HUMAN RESOURCE DEVELOPMENT

To run a successful organisation, an effective leader needs to create high performing teams which exhibit accountability, purpose, cohesiveness and collaboration. The Company aims at helping employees in performing their best and achieves their full potential through ongoing training and development. The Company believes in a culture which combines work with fun and in this direction. The Company’s key focus is also the exemplary customer services extended by the employees of BNHL family to its consumers.




CORPORATE GOVERNANCE

The Company consistently endeavors to focus on good corporate governance practices and is committed to fulfillment of its social responsibilities. These practices have resulted in securing the trust of the stakeholders and society at large in the Company and its management.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest was outstanding as at March 31, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kayum Abdul Razak Dhanani, Mr. Rizwan Rafique Shaikh and Mr. Saquib Salim Agboatwala are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

COMMITEES OF THE BOARD

Company has two committees of the Board:
Audit Committee’s Members
Mr. TN Unni
Mr. Kayum Abdularazak Dhanani
Mr. Tarun Khanna
The meetings of the Audit Committee are conducted once in a quarter and the Audit Committee reviews audit related issues and compliances.

Corporate Social Responsibility Committee (CSR)
Members:
Mr. TN Unni
Mr. Kayum Abdularazak Dhanani
Mr. Tarun Khanna
CSR Committee has been constituted as per section 135 of Companies Act 2013 on 22nd May 2014.

AUDITORS AND THEIR REPORT

Deloitte Haskins and Sells, Chartered Accountants, Statutory Auditors of the Company (bearing ICAI Regn. No. 008072S), retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Statutory Auditor.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that;
1. In the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2014 and of the results of operations of the company for the year under review;
3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and
4. The directors have prepared the annual accounts of the company on going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the company were paid remuneration in excess of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and hence no statement is annexed pursuant to provisions of Section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although the operations of the Company are not energy intensive, the Company values the criticality of conservation of energy and efforts are made in this direction on continuous basis. The Company ensures that measures are taken for judicious use of energy at all levels of operations by utilizing energy efficient systems and processes. The information as required to be given under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for Energy Conservation and Technology Absorption is considered to be not applicable to the Company and hence have not been provided.
Information pertaining to Foreign Exchange Earnings and Outgo is given in the Note No. 24.4, 24.5 and 24.6 of the Notes forming part of the Financial Statements.


ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institution, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

For and on behalf of the Board of Directors



Kayum R. Dhanani T N Unni
Managing Director Director

Date: 12th August 2014
Place: Bengaluru

Pursuant to the requirement under section 217 (2AA) of the companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that; 1. In the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2014 and of the results of operations of the company for the year under review; 3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and 4. The directors have prepared the annual accounts of the company on going concern basis.

During the year under review, none of the employees of the company were paid remuneration in excess of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and hence no statement is annexed pursuant to provisions of Section 217(2A) of the Companies Act, 1956.