MIRA INFORM REPORT

 

 

Report Date :

20.07.2011

 

IDENTIFICATION DETAILS

 

Name :

FUTURE CAPITAL HOLDINGS LIMITED

 

 

Registered Office :

FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel. Mumbai – 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

18.10.2005

 

 

Com. Reg. No.:

11-156795

 

 

Capital Investment / Paid-up Capital :

Rs. 635.280 Millions

 

 

CIN No.:

[Company Identification No.]

L29120MH2005PLC156795

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMK15637G

 

 

PAN No.:

[Permanent Account No.]

AACCK6863C

 

 

Legal Form :

A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.

 

 

Line of Business :

Non Banking Financial Company

 

 

No. of Employees :

450 [Approximately]

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba [47]

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

 

 

Maximum Credit Limit :

USD 30100000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments.

 

The Company can be considered normal for business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

INFORMATION DECLINED BY

 

Name :

Mr. Girish Kulkarni

Designation :

Accountant

Date :

18.07.2011

 

 

LOCATIONS

 

Registered Office :

FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel. Mumbai – 400013, Maharashtra, India

Tel. No.:

91-22-66423480

Fax No.:

91-22-66423401

E-Mail :

Fch.legal@fch.in

Fch.contactus@fch.in 

Website :

http://www.fch.in

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Mr. Kishore Biyani

Designation :

Chairman

 

 

Name :

Mr. Sameer Sain

Designation :

Vice Chairman

 

 

Name :

Mr. Krishan Kant Rathi

Designation :

Director

 

 

Name :

Mr. Gyanendra Nath Bajpai

Designation :

Independent Directors

 

 

Name :

Mr. Shailesh Haribhakti

Designation :

Independent Directors

 

 

Name :

Mr. Alok Oberoi

Designation :

Independent Directors

 

 

KEY EXECUTIVES

 

Name :

Mr. N. Shridhar

Designation :

Chief Financial Officer

 

 

Name :

Mr. Chetan Gandhi

Designation :

Head - Legal and Secretarial

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2011

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of promoters and Promoter Group

 

 

1. Indian

 

 

Individuals / Hindu Undivided Family

4773795

7.37

Bodies Corporate

34779999

53.67

Sub Total (A) (1)

39553794

61.04

 

 

 

(B) Public Shareholding

 

 

1. Institutions

 

 

Mutual Funds / UTI

1216886

1.88

Financial Institutions  / Banks

103801

0.16

Insurance Companies

20628

0.03

Foreign Institutional Investors

800653

1.24

 

 

 

2. Non Institutions

 

 

Bodies Corporate

6883041

10.62

Individual shareholders holding nominal share capital up to Rs. 0.100 million

4939173

7.62

Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

6331182

9.77

 

 

 

Any other [Specify]

 

 

Clearing Members

251724

0.39

Non Resident Indians

4697443

7.25

Trusts

159

0.00

(B) = (B) (1) + (B) (2)

25244690

38.96

 

 

 

Shares held by custodians and against which depository receipts have been issued  (C)

--

--

 

 

 

Total (A) + (B) +(C)

64798484

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Non Banking Financial Company

 

 

GENERAL INFORMATION

 

No. of Employees :

450 [Approximately]

 

 

Bankers :

  • Andhra Bank
  • Central Bank of India
  • Deutsche Bank AG
  • HDFC Bank Limited
  • IDBI Bank Limited
  • Indian Overseas Bank
  • United Bank of India
  • The Federal Bank Limited
  • Yes Bank Limited
  • State Bank of India

 

 

Facilities :

Secured Loan [Rs. in million]

31.03.2010

31.03.2009

Cash Credit/ Overdraft from banks

- Cash credit of Rs. 511.348 (Previous year: Rs. Nil) is secured by way of first pari passu charge on receivables, book debts and movable assets of the Company.

- Cash credit of Rs. 250.000 (Previous year: Rs. 500.171) is secured by way of first charge on receivables, book debts and movable assets of the Company and further secured by collateral of first pari passu charge on immovable property owned by a subsidiary company.

- Overdraft of Rs. Nil (Previous year: Rs. 146.807) is secured by pledge of mutual fund units. [Includes interest accrued and due Rs. 0.180 (Previous year: Rs.0.171)]. [Repayable within one year Rs. 761.283 (Previous year:

Rs. 646.978)]

761.283

646.978

Term Loans from banks

- Term loans of Rs. 291.666 (Previous year: Rs. 958.333) is secured by way of first pari passu charge on receivables of the Company and further secured by collateral security of immovable property owned by the subsidiary company and corporate guarantee of the subsidiary company to the extent of the realisable value of the collateral security.

- Term loan of Rs. Nil (Previous year: Rs. 500.000) is secured by way of first charge on receivables/ book debts of the Company and further secured by way of collateral security of immovable property owned by the subsidiary company and corporate guarantee of the subsidiary company to the extent of the realisable value of the collateral security.

- Term loan of Rs. Rs. Nil (Previous year: Rs. 1,200.000) is secured by way of hypothecation of underlying assets financed by the Company and receivables on first pari passu basis.

[Includes interest accrued and due Rs. Nil (Previous year: Rs.0.171)]

[Repayable within one year Rs. 166.666 (Previous year: Rs. 494.444)]

291.667

2658.505

Total

1052.950

3305.483

 

Unsecured Loan [Rs. in million]

31.03.2010

31.03.2009

Short term loans

Commercial Paper

[Repayable within one year Rs. 3,123.874 (Previous year: Rs.1,426.004)]

Maximum amount outstanding Rs. 3,250.000 (Previous year Rs.1,500.000)

Non convertible debenture taken

 

3123.874

 

1426.005

Inter corporate deposits taken

[Repayable on demand Rs. 250.000 (Previous year: Rs. Nil)

Maximum amount outstanding Rs. 250.000  (Previous year: Rs. Nil)]

250.000

0.000

Total

3373.874

1426.005

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S. R. Batliboi and Company

Chartered Accountant    

 

 

Holding Company :

Pantaloon Retail (India) Limited

 

 

Joint Ventures :

  • Realterm FCH Logistics Advisors Private Limited
  • FCH CentrumDirect Limited (w.e.f. June 16, 2009)
  • FCH Centrum Wealth Managers Limited (w.e.f. June 13, 2009)

 

 

Fellow subsidiaries :

  • Home Solutions Retail (India) Limited
  • Future Media India Limited
  • Pantaloon Future Ventures Limited
  • Future bazaar India Limited
  • Future Ventures India Limited

 

 

Associates :

  • Future Ideas Company Limited
  • Idiom Design and Consulting Limited
  • Pingaksh Realty Private Limited
  • Everstone Investment Advisors Private Limited (formerly New Edge Investment Advisors Limited)
  • (upto December 31, 2009)
  • Future E-commerce Infrastructure Limited

 

 

Subsidiaries :

  • Kshitij Investment Advisory Company Limited
  • Ambit Investment Advisory Company Limited
  • Myra Mall Management Company Limited
  • Future Capital Financial Services Limited
  • Future Hospitality Management Limited
  • Future Capital Investment Advisors Limited (formerly Indivision Investment Advisors Limited)
  • Future Finance Limited
  • Kshitij Property Solutions Private Limited
  • Axon Development Solutions Limited
  • Future Capital Credit Limited (merged with Future Capital Financial Services Limited w.e.f. April 1, 2009)
  • FCH CentrumDirect Limited (upto June 15, 2009)
  • FCH Centrum Wealth Managers Limited (upto June 12, 2009)

 


 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

75,000,000

Equity Shares

Rs.10/-each

Rs.750.000 millions

 

 

 

 

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

63,527,984

Equity Shares

Rs.10/-each

Rs.635.280 millions

 

 

 

 

 

 

 

 

 

[Out of the above, 34,779,999 (Previous year: 34,779,999) equity shares are held by Pantaloon Retail (India) Limited, the Holding Company].

 

As on 09.08.2010

 

Authorised Capital : Rs.750.000 millions

 

Issued, Subscribed & Paid-up Capital : Rs.647.985 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

Particulars

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

635.280

635.280

632.280

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

6899.724

6800.869

6608.688

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

7535.004

7436.149

7240.968

LOAN FUNDS

 

 

 

1] Secured Loans

1052.950

3305.483

500.000

2] Unsecured Loans

3373.874

1426.005

500.000

TOTAL BORROWING

4426.824

4731.488

1000.000

DEFERRED TAX LIABILITIES

1.728

1.721

0.000

 

 

 

 

TOTAL

11963.556

12169.358

8240.968

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

29.854

187.461

147.761

Capital work-in-progress

0.000

2.816

14.593

 

 

 

 

INVESTMENT

5588.304

6171.722

5633.548

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Interest accrued on investments

10.354

2.895

0.000

 

Sundry Debtors

22.403

99.379

134.515

 

Cash & Bank Balances

234.231

23.022

861.632

 

Other Current Assets

30.087

193.874

82.807

 

Loans & Advances

6352.761

6145.192

2438.010

Total Current Assets

6649.836

6464.362

3516.964

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

50.577

176.909

247.674

 

Other Current Liabilities

178.218

458.718

822.355

 

Provisions

75.643

21.376

1.869

Total Current Liabilities

304.438

657.003

1071.898

Net Current Assets

6345.398

5807.359

2445.066

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

11963.556

12169.358

8240.968

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

553.783

1306.771

523.275

 

 

Other Income

4.123

51.228

290.407

 

 

TOTAL                                     (A)

557.906

1357.999

813.682

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Personnel Expenses

136.897

297.180

288.512

 

 

Administrative and other Expenses

120.495

648.883

409.192

 

 

TOTAL                                     (B)

257.392

946.063

697.704

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

300.514

411.936

115.978

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

87.649

265.551

7.627

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

212.865

146.385

108.351

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

4.865

47.902

16.502

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

208.000

98.483

91.849

 

 

 

 

 

Less

TAX                                                                  (I)

34.821

5.397

2.956

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

173.179

93.086

88.893

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

146.726

72.257

1.246

 

 

 

 

 

Less

Adjustment on account of liability in respect of employee benefits, as on April 1,2007 (net of deferred tax)

0.000

0.000

0.104

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to reserve under section 45 (1C) of the Reserve Bank of India

(‘RBI’) Act,

34.636

18.617

17.778

 

 

Proposed Dividend

63.528

0.000

0.000

 

 

Tax on Dividend

10.796

0.000

0.000

 

BALANCE CARRIED TO THE B/S

210.945

146.726

72.257

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Research and Advisory fees

130.297

94.889

173.763

 

TOTAL EARNINGS

130.297

94.889

173.763

 

 

 

 

 

 

Earnings Per Share (Rs.)

2.73

1.47

1.66


QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

31.03.2011

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

 Sales Turnover

324.640

451.010

555.740

1053.970

 Total Expenditure

59.570

97.220

87.850

580.130

 PBIDT (Excl OI)

265.070

353.790

467.890

473.840

 Other Income

1.300

0.120

0.040

251.180

 Operating Profit

266.370

353.910

467.930

725.020

 Interest

97.450

197.630

274.990

485.610

 Exceptional Items

0.000

0.000

0.000

0.000

 PBDT

168.920

156.280

192.930

239.410

 Depreciation

1.150

1.150

1.170

2.180

 Profit Before Tax

167.770

155.130

191.760

237.230

 Tax

53.460

45.080

47.380

53.360

 Reported PAT

114.320

110.050

144.380

183.870

Extraordinary Items       

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

114.320

110.050

144.380

183.870

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

31.04

6.85

10.92

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

37.56

7.54

17.55

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

3.11

1.48

2.51

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.03

0.01

0.01

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.63

0.72

0.29

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

21.84

9.84

3.28

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sundry Creditors Details

Rs in Millions

Particulars

31.03.2010

31.03.2009

31.03.2008

 

 

 

 

- Due to micro and small enterprises

0.000

0.000

0.000

- Due other than micro and small enterprises

50.577

176.909

247.674

 

50.577

176.909

247.674

 

Contingent Liabilities

Rs in Millions

Particulars

31.03.2010

31.03.2009

Guarantees given by banks on behalf of the Company

0.000

24.567

Guarantees given by the Company on behalf of a subsidiary company

6730.225

0.000

Income-tax matters under dispute

4.520

0.000

 

 

STANDALONE PERFORMANCE

 

The standalone total income of the Company decreased 59% during the year. Total income in 2009-10 stood at Rs. 558 million, as compared to Rs. 1358 million in the previous year. The profit after tax showed an increase of 86% which was Rs. 173 million, as compared to Rs. 93 million in the previous year.

 

Of the above total income, income from Investment Advisory stood at Rs. 131 million and Treasury and Wholesale Credit stood at Rs. 422 million.

 

SHARE CAPITAL

 

During the year, there is no change in the issued, subscribed and paid up capital of the Company and the same was Rs. 635.28 million as at the end of the financial year.

 

Subsequent to the year, the Company issued and allotted 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- each, on exercise of Stock Options granted to an employee under FCH Employee Stock Option Scheme – 2008 and consequently, the issued, subscribed and paid-up capital has increased from Rs.635.28 million to Rs.635.78 million.

 

SUBSIDIARIES

 

During the year, pursuant to the composite Scheme of Amalgamation and Arrangement (the “Scheme”), under the provisions of Section 391 to 394 of the Companies Act, 1956, sanctioned by Hon’ble High Court of Judicature at Bombay, Future Capital Credit Limited, a Wholly Owned Subsidiary of the Company and a Non Banking Finance Company registered with the Reserve Bank of India, amalgamated with Future Capital Financial Services Limited (FCFSL), another Wholly Owned Subsidiary of the Company and dissolved without being wound-up. The Directors are pleased to inform that FCFSL is granted Certificate of Registration as a Non Banking Finance Company with effect from January 7, 2010, by the Reserve Bank of India. Considering the size of the assets of FCFSL, FCFSL is qualified as a Systemically Important – Non Deposit Accepting – Non Banking Finance Company under the Reserve Bank of India’s Prudential Norms to Non Banking Finance Companies.

 

During the year, the Company and its Subsidiaries viz.Future Capital Investment Advisors Limited and Kshitij Investment Advisory Company Limited entered into appropriate agreements with Everstone Investment Advisors Private Limited, to realign their respective investment advisory activities with a view of having a focused and dedicated approach to the Investment Advisory Business. The realignment of the investment advisory activities of the Company and its certain Subsidiaries has been effective from January 1, 2010.

 

The Company has received the necessary approval from the Reserve Bank of India and is in the process of obtaining the approval(s) of the foreign regulator(s) for acquiring / setting up a foreign subsidiary, in order to make its foray into investment advisory business for overseas clients through such subsidiary.

 

SCHEME OF AMALGAMATION AND ARRANGEMENT

 

In March, 2009, the Directors had approved the carrying out of, a composite Scheme of Amalgamation and Arrangement (the “Scheme”), under the provisions of Section 391 to 394 of the Companies Act, 1956, inter alia, providing for:

(i) Transfer of the credit business of the Company (both on account of Retail Credit and Wholesale Credit) to Future Capital Financial Services Limited, a Wholly Owned Subsidiary of the Company.

(ii) Amalgamation of Future Capital Credit Limited, a Wholly Owned Subsidiary of the Company and a Non Banking Finance Company registered with the Reserve Bank of India, with Future Capital Financial Services Limited.

 

Pursuant to the directions of Hon’ble High Court of Judicature at Bombay, the Scheme was submitted for approval and was approved by the Members of the Company at the Court Convened Meeting held on June 15, 2009.

 

The Directors are pleased to inform that having fulfilled all the prescribed conditions to make the Scheme effective, the Company and its Subsidiaries gave effect to the Scheme and the Scheme was made effective on February 1, 2010.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Readers are advised that this discussion may contain “Forward-Looking Statements” by Future Capital Holdings Limited (FCH) that is not historical in nature. These forward-looking statements, which may include statements relating to future results of operations, financial conditions, business prospects and projects, plans and objectives, are based on the current beliefs, assumptions, expectations, estimates and prognosis of the Directors and Management of FCH about the business, industry and markets in which the Company operates. These statements do not guarantee any future performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond FCH’s control and difficult to predict, that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements. Such statements are not and should not be construed as a representation of future performance or achievements of FCH nor be regarded as a projection of future performance of FCH. It should be noted that the actual performance or achievements of FCH may vary significantly from such statements and the Company takes no responsibility for any consequences of decisions made which are based on such statements and also holds no obligation to update these in the future. This report should be read in conjunction with the financial statements included herein and the notes thereto.

 

Economic Overview

 

Globally, India emerged as one of the fastest recovering economies after the slow down. Improved liquidity from stimulus packages led to faster and stable fiscal recovery. While the global markets remained volatile and risk averse as the European crisis spilled over soon after the default of debt payment by Dubai, the growth in India largely remained insulated from the ravages mainly due to fiscal stimulus and well regulated financial market.

 

The year began with cherished sentiments of political stability with the mandate going in favour of the Congress lead UPA coalition and on a closing note delivered higher than estimated Gross Domestic Product (GDP) growth rate at 7.4% for the financial year 2009-10. The revival of manufacturing sector was validated by the Index of Industrial Production (IIP) posting doub le digit growth at 10.4% for the year. Additionally, more-than-expected revenue coming in from the 3G and Wimax auction should now place government in an improved position to handle the fiscal deficit.

 

The inflationary conditions in India during the year were marked by two distinct phases. The inflation remained moderate/negative during the first half on account of high base of sharp increases in prices recorded a year ago. During the second half, inflationary pressures increased largely by the food inflation caused by the deficit monsoon. Inflation as measured by the Wholesale Price Index increased from a low of -1.0% in June, 2009 to 9.9% in March, 2010. Following the recovery in economic activity and increased inflationary concerns, the Reserve Bank of India (RBI) increased the key policy rates viz. Cash Reserve Ratio, Repo Rate and Reverse Repo rates. These monetary measures were expected to contain inflation expectations while facilitating government borrowing and private sector credit requirements.

 

The announcement of RBI’s intention to give additional banking license in the budget has opened a window for Non-Banking Finance Companies and other private sector players to become part of Indian banking system.

 

With these various positive developments and the hopes of normal monsoon, it may release the mounting price pressure and further brighten the domestic growth outlook.

 

India remains a bright spot

 

India is being viewed as a key contributor to a resurgent Asia fuelling overall demand in the context of riding out the global downturn. Current level of growth is registered on account of high domestic consumption-to-GDP which also makes India an attractive destination for internal and international investors. Rapid urbanization, favorable demography, increasing income levels added with progressive government measures will further unlock potential of domestic consumption.

 

Reduced tax burden in the current budget has further improved disposable income in individual hands thus increasing avenues for consumption, savings and investments.

 

Infrastructure investment in India is set to grow dramatically. Pent up investment demand and real estate demand are expected to provide support to domestic growth.

 

Credit growth has started picking up. Credit off-take rose 16.5% last fiscal to Rs.33.32 lakh crores in Financial Year 2009-10, beating the RBI’s projection of 16%. Loan growth is expected to touch 20% in next fiscal with the rising economic activities.

 

Current state, of low Mortgage to GDP ratio, untapped non urban areas and under penetrated market offers immense potential for growth in the financial sector. Widening geographical coverage through strong network of multiple distribution channels will augment growth in Mutual Fund and Insurance Sector.

 

FCH is uniquely positioned to leverage Future group’s widespread pan India presence, employ its talent to provide innovative capital solutions in the expanding credit space and also contribute by introducing new financial services products to cater to the ever increasing demands from the market place.

 

Business Review

 

It was the year of consolidation and growth for FCH. They witnessed signs of global recovery and gradual turn around in Indian economy. They tapped this opportunity by accelerating the lending activities, on both retail and wholesale side of business, combined with improved fund raising capabilities. The Credit Business recorded a  book of Rs.13,936 million as compared to Rs.6,014 million in previous year.

 

The Company during the year consolidated its lending and distribution business to make it more efficient and enhance productivity. This consolidation will synergize both the businesses further and enable improved fund raising abilities.

 

The Company achieved the highest credit rating during the year for its short term borrowing program, thereby leading to substantial savings in interest costs. The Company was able to reduce the blended average cost of funds by 200 bps during the year.

 

Retail Financial Services (RFS)

 

Revenues from RFS, for this year end stood at Rs.1,074 million with a profit of Rs.191 million. The strategy to focus on appropriate product mix, enhanced efficiency in collections, along with improved risk management processes has helped this business to turn the corner. The Company has identified this as a natural growth avenue due to the large footprint it enjoys through its group affiliates.

 

Product offering in protection and credit widened through new tie ups with leading financial brands. With the help of new systems and technology along with Trans union, credit approvals became faster thereby reducing the disbursal lead time.

 

Their participation in retail portfolio buyouts on opportunistic basis has contributed significantly. Retail portfolio buyout book stood at Rs.3,640 million on the year end. They will continue to exploit such opportunities with strong first loss coverage from the originators.

 

Going forward the Company shall focus on leveraging group’s retail footprint on one hand and earn higher risk adjusted returns through secured lending i.e., asset backed lending mainly into home equity and consumption loans.

 

Corporate Lending and Wholesale Credit (CLWC)

 

Manifold growth in the loan book of CLWC business has grossed revenues of Rs.660 million for the year. The loan book grew from Rs.1663 million and stands at Rs.7,390 million on the year end.

 

The Company follows a conservative policy for lending with comfortable collateral cover and clearly identified take outs backed by strong cash flow streams. The strong due diligence and credit evaluation capabilities across asset classes enhances portfolio performance. High emphasis is levied on direct dealing with minimum intermediation.

 

Rising economic activities will increase the credit growth. Their strong in house capabilities and synergies with Future Group will give us a competitive edge in the industry.

 

Trade Finance

 

Their foray into Trade Finance that was started in this calendar year focuses on end-to-end supply chain financing including suppliers credit, short tenor working capital loans, discounting of bills payable and purchase of receivables.

 

They provide a wide range of solutions to fulfill customer need through tailor made products. The business is in a nascent stage and they have narrowed their focus on inland transactions which are commercial in nature.

 

Given their existing due diligence and credit evaluation capabilities, they leverage their current advisory relationships to create appropriate opportunities to cross sell their products to a growing customer base. Also, they are uniquely positioned to enhance their client base by leveraging the Future Group eco-system giving us a competitive edge in the market place.

 

Income from Wholesale Credit and Treasury

 

The Wholesale Credit business taps a large and relatively unaddressed market of structured credit including mezzanine, promoter, project and acquisition financing, structured financing, retail portfolio buyouts, other special situations related financing and all other financing which is not directly related to retail consumers. The Treasury operations ensure liquidity for business and manage investment of surplus funds to optimize returns within the approved risk management framework. They recorded Wholesale Credit and Treasury income of Rs.806 million for the year ended March 31, 2010. This represents dividend income of Rs.24 million, interest on loans of Rs.537 milllion, interest on Inter Corporate Deposits (ICD) of Rs.25 million, profit from sale of investments of Rs.82 million, upfront fees of Rs.97 million, interest on investments Rs.15 million and income from Trade Finance business being Rs.26 million.

 

The overall increase in income is primarily due to increase in the loan book of the wholesale credit business to Rs.7,390 million as at March 31, 2010 from Rs.1,663 million at the beginning of the year.

 

Income from Retail Financial Services

 

The RFS offer consumer finance and distribution of financial services  products. They currently have 26 Future Money outlets and distribution is done through ~ 150 Future Group outlets across India and employed 421 (including agency staff) personnel. During the year, they had disbursed a loan of Rs.6,600 million. For the year ended March 31, 2010, this business has generated income of Rs.1,074 million which comprises of: interest income of Rs.384 million and processing fees and other fees of Rs.229 million. The increase in income is due to an increase in loan book to Rs.6,546 million as at March 31, 2010 from Rs.4,351 million at the beginning of the year. The portfolio buyouts of Rs.3,640 million during the year contributed Rs.461 million to the income line.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31.03.2011

 

Particulars

Quarter Ended 31.03.2011

Year Ended 31.03.2011

Income from operations

1053.974

2385.362

Olher operating income

0.000

0.000

Total Income

1053.974

2385.362

Expenditure

 

 

Employee cost

109.883

240.729

Depreciation/ amortisation

2.179

5.647

Provision and write offs

310.211

319.937

Loan origination costs

29.020

36.039

Legal and Professional fees

52.008

93.113

Other expenditure

79.015

134.245

Total Expenditure

582.316

829.710

Profit from Operations before Other Income and Interest (1-2)

471.658

1555.652

Other Income

251.184

251.919

Profit before interests Exceptional Items (3+4)

722.842

1807.571

Interest

485.608

1055.679

Profit after Interest but before Exceptional Items (5-6)

237.234

751.892

Exceptional Items

0.000

0.000

Profit from Ordinary activities before tax (7+8)

237.234

751.892

Tax expense

53.360

199.283

Profit from Ordinary activities after tax (9-10)

183.874

552.609

Extraordinary Item (net of tax expense)

0.000

0.000

Net Profit for the period (11-12)

183.874

552.609

Paid up Equity Share Capital [Face Value-Rs.10 per share]

647.835

647.835

Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year

0.000

7367.433

Earnings per share (EPS)

 

 

-Basic and diluted EPS before Extraordinary items for the period and for the previous year

 

 

-Basic EPS(Rs.)

2.86

8.60

-Diluted EPS (Rs.)

2.86

8.58

-Basic and diluted EPS after Extraordinary items for the period and for the previous year

 -Basic EPS (Rs.)

-Diluted EPS (Rs.)

 

 

2.86

2.86

 

 

8.60

8.58

 

Public shareholding

 

 

Number of shares –

25229690

25229690

Percentage of shareholding

38.94%

38.94%

Promoters and Promoter Group shareholding

 

 

Pledged/ Encumbered –

 

 

Number of shares

4773795

4773795

-Percentage of shares ( as a percentage to total Promoters and Promoter Group shareholding)

12.07%

12.07%

-Percentage of shares (as a percentage to total Share Capita] of the Company)

7.37%

7.37%

Non-encumbered –

 

 

Number of shares

34779999

34779999

-Percentage of shares ( as a percentage to total Promoters and Promoter Group shareholding)

87.93%

87.93%

-Percentage of shares (as a percentage to total Share Capital of the Company)

53.69%

53.69%

 

 

Segment Wise Revenue, Results And Capital Employed For The Quarter And Year Ended 31.03.2011

 

Particulars

Quarter Ended 31.03.2011

Year Ended 31.03.2011

1 Segment Revenue

 

 

Investment Advisory Services

0.000

0.000

Wholesale Credit and Treasury

705.558

1938.483

Retail Financial Services

348.416

446.879

Total

1053.974

2385.362

2 Segment Results

 

 

Investment Advisory Services

0.000

0.000

Wholesale Credit and Treasury

277.486

789.731

Retail Financial Services

[13.822]

60.228

Total

263.664

849.959

3 Add/(Less):

 

 

Other unallocable expenditure

[277.614]

[349.984]

Other unallocable income

251.184

251.917

Total

[26.430]

[98.067]

Net Profit before tax

237.234

751.892

4 Capital Employed (Segment Assets - Segment Liabilities)

 

 

Investment Advisory activities

0.000

0.000

Wholesale Credit and Treasury activities

4630.549

4630.549

Retail Financial Services

2024.762

2024.762

Other Unallocated Items

751.475

751.475

Total Capital Employed

7406.786

7406.786

 

 

Notes

a. The above financial results for the quarter ended have been reviewed by the Audit Committee and approved by the Board of Directors (the "Board") at their meetings held on June 30, 2011.

 

b.  Investors Complaints Status

As at January 1, 2011                                                                                                                                          

Complaints/ Correspondence Received                                                                                          

Complaints/ Correspondence Redressed                                                                                     

As at March 31. 2011

                                                                                                                                                                                                          

All pending investor grievances are the Consumer Dispute Redressal Forum cases which are "Subjudice" and hence they are treated as pending.

 

c. During the quarter ended March 31, 2011, the Nomination and Compensation Committee of the Board of Directors, granted 250,000 stock options and 50,000 stock options, representing equal number of equity shares of face value of Rs.10/- each in the Company to the eligible employee(s), under FCH Employees Stock Option Scheme - 2008 and FCH Employees Stock Option Scheme - 2009. respectively.

 

d. The Board ol Directors at its meeting held on November 2, 2010, approved a Scheme of Arrangement between Future Capital Financial Services Limited (FCFSL), Future Capital Holdings Limited (FCH) and their respective shareholders (Scheme), inter-alia in terms of which FCFSL has merged with FCH, under the provisions of Section 391 to 394, read with Sections 78,100 to 103 of the Companies Act, 1956. The Appointed Date under the Scheme is March 1, 2011. The Scheme has been approved by the Shareholders of the Company and by the Hon'ble High Court of Judicature at Bombay vide its order dated June 17, 2011. The Company has filed the court order approving the Scheme with the Registrar of Companies ('ROC') on June 29.2011. Mumbai as required under section 391 of the Companies Act. The said scheme became effective from June 29, 2011 but operative with retrospective effect from March 1, 2011, the Appointed date. Accordingly, the financial statements has been prepared giving effect to the Scheme as approved by the Hon'ble Court of Mumbai.

 

e. As prescribed by the Scheme as sanctioned by the Hon'ble High Court of Judicature at Bombay, the Company has charged securities premium by Rs.9,973.263 millions being the difference between the net assets acquired (Rs.1160.940 millions) from FCFSL and the investment value of FCFSL (Rs. 2158.303 millions) in the books of FCH.

 

f. Consequent to the transfer of 50% stake in FCH Centrum Direct Limited ('FCH CDL') to Centrum Capital Limited. FCH CDL ceased to be the Joint Venture of the Company as on March 31,2011.

 

g. 1] The Board of Directors at its meeting held on March 25, 2011, approved the acquisition of additional 50% stake in FCH Centrum Wealth Managers Limited ('FCH CWML') from Centrum Capital Limited. Consequently, the Company has entered into Share Purchase Agreement dated March 28. 2011 for acquiring the additional 50% stake and necessary approvals from the regulators have been obtained. As on March 31, 2011. the Company has completed the acquisition process of FCH CWML.

 

2] During the quarter, the Company has provided for Rs. 247.938 millions towards diminution in the value of investments in subsidiary under the head Provisions and write off.

 

h. As per the notification issued by the Reserve Bank of India DNBB.222/CGM(US) dated January 17, 2011, the Company has made the requisite provision on standard assets

 

i.   The Board of Directors have recommended, subject to the approval of shareholders, dividend of Rs. 1.50 per share (15%)

 

j.   Figures for previous quarter/ year have been regrouped/ rearranged wherever necessary.

 

FIXED ASSETS :

·         Furniture and Fixtures

·         Computer and Peripherals

·         Office Equipments

·         Electrical Installations

·         Air Conditioner

·         Leasehold Improvements

·         Data processing software

·         Domain names and trade names

 

PRESS RELEASE

 

INDIAN NEWSPAPER HIGHLIGHTS - JULY 4, 2011

 

INDIAN NEWSPAPER HIGHLIGHTS - JULY 4, 2011NEW DELHI,

 

July 4 Asia Pulse - Highlights of today's newspapers:

 

HINDU BUSINESS LINE:

 

- Long-playing records have come a full circle, giving competition to CDs, DVDs, iPods and MP3s. Known in their NextGen avatar as vinyls, LPs are now being showcased in music stores in the metros to woo discerning music lovers.

 

The technology of a forgotten era made a comeback in Europe around two years ago. It is now available for Bollywood film music as well. And banking on its return to popularity are some of the country's mainstream music companies such as Saregama, T-series, EMI and Sony Music which have started releasing LPs here.

 

- After raising record sums of money through the debt and equity routes in the domestic market last year, India Inc found capital flows drying up in the first six months of 2011.

- ArcelorMittal India Ltd, GVK Power (Govindwal Sahib) Ltd and DCM Shriram Consolidated Ltd have joined the growing list of firms that face the risk of losing captive coal blocks.

 

The Coal Ministry has warned these firms to expedite development of the allocated blocks or face action, including cancellation of the blocks. ArcelorMittal and GVK were allotted the Seregarha coal block in Jharkhand, while DCM Shriram was allocated the Kaparion-ki-Dhani lignite block in Rajasthan.

THE FINANCIAL EXPRESS

- Policy paralysis, uncertainties and poor corporate governance standards have combined to make investors wary of companies in vulnerable sectors. In the last one year, FE's Policy Sensitive Index (PSI) comprising stocks of 22 companies, has grossly underperformed the Sensex.

 

- The government is exploring a car scrappage scheme, where you can trade in your old, fuel-guzzling car and buy a new, fuel-efficient one, saving some money in the process. The scheme on the lines of the cash-for-clunkers model adopted the US, Japan and some European countries during the peak of the recession could boost car sales and improve overall fuel efficiencies.

- Latest RBI guidelines on banks' technology governance, information security, audit, outsourcing and cyber fraud could open up a $300-million opportunity for IT vendors and audit firms. The central bank recently directed IT governance frameworks, data leakage prevention, encryption, multi-factor authentication and digital asset archiving mechanisms for banks.

THE ECONOMIC TIMES:

- The retail subsidiary of Indias largest private company is set for a top-level churn for the second time in two years as the country gears up to open its food and grocery retail market to foreign companies.

 

Reliance Retail has named Rob Cissell,former chief operating officer of Walmart China,as CEO. Shawn Gray, vice-president in-charge of store operations of the same company, will join the Mukesh Ambani firm as COO, the company said in an email to its top executives on Saturday.

 

- The country's leading retailer, Pantaloon Retail, will sell its stake in the financial services arm Future Capital Holdings. Pantaloon has hired investment bank Morgan Stanley to find a buyer for its 54% equity in Future Capital Holdings (FCH), a non-banking finance company with assets worth 3,000 crore, comprising retail,wholesale and mortgage loans. Pantaloon no longer considers FCH a core business for the group.

 

- Finance Minister Pranab Mukherjees move to quintuple the foreign institutional investment limit in Indian infrastructure bonds to accelerate the construction of roads and ports has failed to take off as global investors fret over the plethora of strings attached to them.

PRESS RELEASE

 

Clarifies on News Item

 

Accord Fintech (India)


04 July 2011

[What follows is the full text of the news story.]

India, July 04 -- With reference to news item appearing in leading financial daily titled "Biyani Doesnt See Future in Financial Biz", Future Capital Holdings Ltd has clarified to BSE that the Company have perused through the said article which purports to a stake sale by the Promoter. At this juncture the Company is unable to ascertain the veracity of contents of that article. Published by HT Syndication with permission from ACCORD FINTECH BSE.

 

PRESS RELEASE

 

Future Capital Holdings raises INR3bn via bonds

 

Global Banking News (GBN)

30 July 2010

[What follows is the full text of the article.]

Global Banking News-30 July 2010-Future Capital Holdings raises INR3bn via bonds(C)2010 ENPublishing - http://www.enpublishing.co.uk

Global Banking News - 30 July 2010(c)2005 - Electronic News Publishing - http://www.enpublishing.co.uk

India's Future Capital Holdings Limited (532938.BOM) is planning to raise up to INR3bn by selling bonds, Dow Jones Newswires has reported, citing two people familiar with the matter.

The financial services firm has offered to sell five-year bonds paying a yield of 11 percent at par. The bonds will be redeemed at the end of four years, four-and-half years and at the end of the fifth year in the ratio of 30:30:40, the people said. The company has also offered another structure of a five-year bond with put and call options at the end of the third year, one person said, adding that the bond will pay a yield of 10.25 percent at par.

The issue has a core size of INR1.5bn but the company has the option to raise an additional INR1.5bn if the bids exceed the original issue size, the people said.

CARE Ratings has rated both the bonds A+, they added.


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.58

UK Pound

1

Rs.71.62

Euro

1

Rs.62.78

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

47

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.