MIRA
INFORM REPORT
|
Report Date : |
29.08.2012 |
IDENTIFICATION DETAILS
|
Name : |
FUTURE VENTURES INDIA LIMITED |
|
|
|
|
Registered
Office : |
Knowledge House, Shyam Nagar,
Off Jogeshwari Vikhroli Link Road,
Jogeshwari (East), Mumbai - 400 060, Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2012 |
|
|
|
|
Date of
Incorporation : |
10.07.1996 |
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|
|
|
Com. Reg. No.: |
11-192090 |
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|
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|
Capital
Investment / Paid-up Capital : |
Rs.15762.437 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L67120MH1996PLC192090 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMF05770C |
|
|
|
|
Legal Form : |
A Public Limited Liability company. The company’s Share are Listed on
the Stock Exchanges. |
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|
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|
Line of Business
: |
Subject is engaged in the business of Investing/ Financing. |
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|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
B (28) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
Maximum Credit Limit : |
USD 62500000 |
|
|
|
|
Status : |
Moderate |
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|
|
|
Payment Behaviour : |
Slow |
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Litigation : |
Clear |
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|
Comments : |
Subject is a Future Group Company. It is an established company having moderate track. There appear some accumulated
losses recorded by the company. However trade relations are reported as fair.
Business is active. Payments are reported to be slow. The company can be considered for business dealings with some
cautions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – June 30, 2012
|
Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
LOCATIONS
|
Registered Office : |
Knowledge House, Shyam Nagar,
Off Jogeshwari Vikhroli Link Road,
Jogeshwari (East), Mumbai - 400 060, Maharashtra, India |
|
Tel. No.: |
91-22-30841300 |
|
Fax No.: |
91-22-66442201 |
|
E-Mail : |
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|
Website : |
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|
Corporate Office : |
247 Park, Tower ‘C’, LBS Marg, Vikhroli (West), Mumbai - 400 083,
Maharashtra, India |
|
Tel. No.: |
91-22-61994111 |
|
Fax No.: |
91-22-61995391 |
DIRECTORS
As on: 31.03.2012
|
Name : |
Mr. G.N. Bajpai |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Kishore Biyani |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Anil Harish |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Anand Balasundaram |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Gaurav Burman |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Jagdish Shenoy |
|
Designation : |
Director |
|
|
|
|
Name : |
Ms. Vibha Rishi |
|
Designation : |
Additional Director (w.e.f
14.02.2012) |
KEY EXECUTIVES
|
Name : |
Mr. Krishan Kant Rathi |
|
Designation : |
Chief Executive Officer |
|
|
|
|
Name : |
Mr. Gopal Bihani |
|
Designation : |
Vice President, Finance |
|
|
|
|
Name : |
Mr. Manoj Gagvani |
|
Designation : |
Company Secretary and Head-Legal |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 30.06.2012
|
Category |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding
of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
588215810 |
37.32 |
|
|
588215810 |
37.32 |
|
|
|
|
|
Total
shareholding of Promoter and Promoter Group (A) |
588215810 |
37.32 |
|
(B) Public
Shareholding |
|
|
|
|
|
|
|
|
23271721 |
1.48 |
|
|
84899326 |
5.39 |
|
|
108171047 |
6.8 |
|
|
|
|
|
|
554749340 |
35.19 |
|
|
|
|
|
|
44938194 |
2.85 |
|
|
272906203 |
17.31 |
|
|
7263106 |
0.46 |
|
|
3535777 |
0.22 |
|
|
2245730 |
0.14 |
|
|
1481599 |
0.09 |
|
|
879856843 |
55.82 |
|
Total
Public shareholding (B) |
988027890 |
62.68 |
|
Total
(A)+(B) |
1576243700 |
100.00 |
|
(C) Shares held by Custodians and against which Depository
Receipts have been issued |
- |
- |
|
|
- |
- |
|
|
- |
- |
|
|
- |
- |
|
Total
(A)+(B)+(C) |
1576243700 |
- |
(1) Indian
Bodies Corporate
Individual shareholders holding nominal
share capital up to Rs. 0.100 MillionBUSINESS DETAILS
|
Line of Business : |
Subject is engaged in the business of Investing/ Financing. |
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
|
|
|
|
Bankers : |
· HDFC Bank Limited · YES Bank Limited · Allahabad Bank |
|
|
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Statutory Auditors : |
|
|
Name : |
Deloitte Haskins and Sells Chartered Accountants |
|
|
|
|
Subsidiaries : |
·
Aadhaar Retailing Limited Indus League Clothing
Limited ·
Lee Cooper (India) Limited (Subsidiary of Indus
League Clothing Limited) ·
Indus Tree Crafts Private Limited ·
Indus Tree Producer Transform Private Limited
(Subsidiary of Industree Craft Private Limited) Future Consumer Enterprise
Limited ·
Future Consumer Products Limited ·
Amar Chitra Katha Private Limited (With effect
from June 30,2011) ·
IBH Books and Magazines Distributors Private
Limited (Subsidiary of Amar Chitra Katha Private Limited) ·
ACK Edutainment Private Limited (Subsidiary of
Amar Chitra Katha Private Limited) ·
ACK Eaglemoss Collectibles Publishing Private
Limited (Subsidiary of Amar Chitra Katha Private Limited) ·
ACK Media Direct Private Limited (Subsidiary of
Amar Chitra Katha Private Limited) ·
Karadi Tales Company Private Limited (Subsidiary
of Amar Chitra Katha Private Limited) ·
Karadi Path Education Company Private Limited (Subsidiary
of Amar Chitra Katha Private Limited till February 13, 2012) ·
Ideas Box Entertainment Private Limited
(Subsidiary of Amar Chitra Katha Private Limited) |
|
|
|
|
Associates : |
·
And Designs India Limited ·
Capital Foods Exports Private Limited ·
Capital Foods Limited (Subsidiary of Capital
Foods Exports Private Limited) ·
Integrated Food Park Private Limited (Subsidiary
of Capital Foods Limited ) ·
Turtle Limited (Associate of Indus League
Clothing Limited) ·
Biba Apparels Private Limited ·
Amar Chitra Katha Private Limited
(UptoJune30,2011) ·
Karadi Path Education Company Private Limited
(Associate of Amar Chitra Katha Private Limited from February 14, 2012) |
|
|
|
|
Joint Ventures : |
·
Holii Accessories Private Limited ·
Celio Future Fashion Limited (Joint Venture of
Indus League Clothing Limited) ·
Clarks Future Footwear Limited (With effect from
June 29, 2011) |
|
|
|
|
Enterprises over which key
management personnel can exercise control/ significant influence : |
· Pantaloon Retail (India) Limited · PIL Industries Limited (Formerly known as Pantaloon Industries Limited) · Akar Estate and Finance Private Limited · Anchor Mall Private Limited · Bansi Mall Management Company Private Limited · ESES Commercial Private Limited · Future Corporate Resources Limited · Future Human Development Limited · Future Ideas Company Limited · Future Ideas Realtors India Limited · Future Outdoor Media Solutions Limited · Ishkrupa Mall Management Company Private Limited · Manz Retail Private Limited · Nufuture Digital (India) Limited · PRTL Enterprises Limited · Splendor Fitness Private Limited (Formerly known as Talwalkars Pantaloon Fitness Private Limited) · Suhani Trading and Consultants Private Limited · Future Finance Limited · Future Media (India) Limited · Future E-Commerce Infrastructure Limited · Future Generali India Life Insurance Company Limited · Future Generali India Insurance Company Limited · Future Ventures Employee Welfare Trust |
CAPITAL STRUCTURE
As on: 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
5000000000 |
Equity Shares |
Rs.10/- each |
Rs.50000.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
1576243700 |
Equity Shares |
Rs.10/- each |
Rs.15762.437
Millions |
|
|
|
|
|
b) The
authorized, issued, subscribed and fully paid up capital comprises of equity
shares of Rs.10/- each as under:-
|
|
As at March 31,
2012 |
|
|
Particular |
No. of Shares |
Rs. In Millions |
|
No. of equity shares at the beginning of the year |
826243700 |
8262.437 |
|
No. of equity shares issued during the year (i) and (ii) |
75000000 |
7500.000 |
|
No. of equity shares at the end of the year |
1576243700 |
15762.437 |
Notes:
i) Pursuant to the Initial Public Offer made
during the month of April 2011, the Company issued 750,000,000 Shares of Rs.10
each at a price of Rs.10 each raising Rs.7500.000 Millions. The shares of the
Company were listed on National Stock Exchange of India Limited and Bombay
Stock Exchange Limited on May 10, 2011.
ii) During the previous year, the Company had
issued 250,000,000 Equity shares at par value of Rs.10/- each to promoter
companies on preferential basis.
c)
Details of Shareholders holding more than 5% shares in the Company.
|
|
As at March 31,
2012 |
|
|
Particular |
No. of Shares |
% of Holding |
|
Pantaloon
Retail India Limited |
150000000 |
9.52 |
|
Gargi
Developers Private Limited |
126251081 |
8.01 |
|
PIL
Industries Limited |
122000000 |
7.74 |
|
Bennett,
Coleman and Company Limited |
100000000 |
6.34 |
|
Central
Departmental Stores Private Limited |
95838700 |
6.08 |
|
Future
Capital Investment Private Limited |
- |
- |
|
Future
Corporate Resource Limited |
- |
- |
d) Terms/Rights
attached to Equity Shares
The Company has only one class of equity
shares having a par value of Rs.10 per share. Each holder of equity shares is
entitled to one vote per share. During the year ended March 31, 2012 and March
31, 2011, the Company has not declared any dividend.
In the event of liquidation of the Company,
the holders of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution
will be in the proportion to the number of equity shares held by the
shareholders.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
15762.437 |
8262.437 |
5762.437 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
(118.795) |
17.904 |
34.378 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
(9.809) |
|
|
NETWORTH |
15643.642 |
8280.341 |
5787.006 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
0.000 |
0.000 |
0.000 |
|
|
2] Unsecured Loans |
0.000 |
0.000 |
0.000 |
|
|
TOTAL BORROWING |
0.000 |
0.000 |
0.000 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
General Reserve (As per Contra) |
0.000 |
0.000 |
0.059 |
|
|
|
|
|
|
|
|
TOTAL |
15643.642 |
8280.341 |
5787.065 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1.299 |
1.613 |
3.073 |
|
|
Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
12895.613 |
7505.572 |
4539.832 |
|
|
DEFERREX TAX ASSETS |
3.982 |
1.076 |
0.122 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
0.000
|
0.000 |
0.000 |
|
|
Sundry Debtors |
0.000
|
0.000 |
0.000 |
|
|
Cash & Bank Balances |
10.656
|
3.137 |
113.496 |
|
|
Other Current Assets |
45.773
|
5.880 |
11.924 |
|
|
Loans & Advances |
2712.704
|
827.878 |
1123.737 |
|
Total
Current Assets |
2769.133
|
836.895 |
1249.157 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
5.349
|
11.479 |
0.051 |
|
|
Other Current Liabilities |
5.612
|
44.048 |
4.454 |
|
|
Provisions |
15.424
|
9.288 |
0.614 |
|
Total
Current Liabilities |
26.385
|
64.815 |
5.119 |
|
|
Net Current Assets |
2742.748
|
722.080 |
1244.038 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
15643.642 |
8280.341 |
5787.065 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
552.578 |
131.164 |
257.572 |
|
|
|
Other Income |
0.594 |
0.000 |
0.000 |
|
|
|
TOTAL |
553.172 |
131.164 |
257.572 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Employee Benefits Expenses |
71.847 |
49.779 |
30.076 |
|
|
|
IPO Expenses |
310.030 |
44.803 |
0.000 |
|
|
|
Other Expenses |
255.404 |
45.517 |
16.155 |
|
|
|
TOTAL |
637.281 |
140.099 |
46.231 |
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION |
(84.109) |
(8.935) |
211.341 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
0.396 |
0.590 |
1.157 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX |
(84.505) |
(9.525) |
210.184 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
52.194 |
(2.800) |
42.632 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX |
(136.699) |
(6.725) |
167.552 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(16.534) |
(9.809) |
(143.851) |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
NA |
NA |
33.510 |
|
|
BALANCE CARRIED
TO THE B/S |
NA |
(16.534) |
(9.809) |
|
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
(0.09) |
(0.01) |
0.42 |
|
QUARTERLY RESULTS
(Rs.
In Millions)
|
PARTICULARS |
30.06.2012 1st Quarter |
|
Type |
Unaudited
|
|
Net Sales |
153.150 |
|
Total Expenditure |
68.780 |
|
PBIDT (Excl OI) |
84.370 |
|
Other Income |
0.000 |
|
Operating Profit |
84.370 |
|
Interest |
0.000 |
|
Exceptional Items |
0.000 |
|
PBDT |
84.370 |
|
Depreciation |
0.070 |
|
Profit Before Tax |
84.300 |
|
Tax |
24.250 |
|
Provisions and contingencies |
0.000 |
|
Profit After Tax |
60.050 |
|
Extraordinary Items |
0.000 |
|
Prior Period Expenses |
0.000 |
|
Other Adjustments |
0.000 |
|
Net Profit |
60.050 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
(24.71) |
(5.13) |
65.05 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(15.29) |
(7.26) |
81.60 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(3.05) |
(1.14) |
16.78 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.01) |
(0.00) |
0.04 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
0.00 |
0.01 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
104.95 |
12.91 |
244.02 |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info Agents |
Available in Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact person |
No |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
-- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details (if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm / promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
No |
|
25] |
Conduct of the banking account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
No |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
No |
HISTORY:
The Company was originally incorporated as Subhikshith Finance and
Investments Limited on July 10, 1996 and commenced business on August 2, 1996 in
Tamilnadu. The RBI granted a certificate of registration dated March 9, 1998
permitting the Company to carry on the business of a NBFC as a
"non-deposit taking company." The Company became a private limited
company on August 10, 2001 and its name was consequently changed to Subhikshith
Finance and Investments Private Limited ("Subhikshith"). The
Registrar of Companies, Tamil Nadu issued a fresh certificate of incorporation
on September 17, 2001. The RBI granted a certificate of registration dated June
18, 2007 consequent to the change of name permitting the Company to carry on
the business of a NBFC as a "non-deposit taking company." The Company
was engaged in the business of granting loans and financing.
On July 14, 2007 Pantaloon Future Ventures Limited ("PFVL")
(name has been changed to Future Value Retail Limited on November 16, 2009) the
wholly owned subsidiary of Pantaloon Retail (India) Limited acquired 2,93,700
Equity Shares of face value ` 10 each, constituting 100% of the total issued,
subscribed and paid-up share capital of Subhikshith through a share purchase
agreement dated July 3, 2007 between PFVL, R. Sankar, V. Thirumalai and
Subhikshith . In consideration of the purchase, PFVL paid an aggregate sum of
Rs.5.800Millions to R. Sankar and V Thirumalai. Pursuant to the acquisition,
Subhikshith became a wholly owned subsidiary of PFVL.
The Company changed its name from Subhikshith Finance and Investments
Private Limited to Future Ventures India Private Limited through a special
resolution passed at the EGM of the Company held on July 19, 2007. The fresh
certificate of incorporation consequent on change of name was granted by the
ROC to the Company on August 9, 2007. Further, upon ceasing to be a private
limited company, the word private was deleted through a special resolution at
the EGM of the Company held on August 10, 2007. The fresh certificate of
incorporation consequent to the change of name was granted by the ROC to the
Company on September 7, 2007.
Major Events
Fiscal Year 1996
Incorporated as Subhikshith Finance and Investments Limited
1997
Granted certificate of registration by the RBI to carry on the business
of an NBFC as a "non-deposit taking company"
2001
Converted from a public limited company to a private limited company
2007
RBI granted a fresh certificate of registration to carry on business of
a NBFC as a "non-deposit taking company" on change of name to
Subhikshith Finance and Investments Private Limited.
Subhikshith Finance and Investments Private Limited became a
wholly-owned subsidiary of Pantaloon Future Ventures Limited (now known as
Future Value Retail Limited). The name of the Company was changed to Future
Ventures India Private Limited.
Company was converted to a public limited company and the name of the
Company was changed to Subject.
RBI granted a fresh certificate of registration to carry on the business
of a NBFC as a "nondeposit taking company" on change of name to
Subject.
Company entered into agreements to purchase securities of Biba Apparels
Private Limited, Sankalp Retail Value Stores Private Limited and SSIPL Retail
Private Limited.
2008
Company entered into agreements to purchase securities of Footmart
Retail (India) Limited, Convergem Communications (India) Limited, Aadhaar
Retailing Limited, Indus-League Clothing Limited, Lee Cooper (India) Limited,
Celio Future Fashions Limited, Indus Tree Crafts Private Limited, AND Designs
India Limited, Turtle Limited subject to completion of conditions precedent.
Company entered into a consulting and advisory services agreement with
Future Capital Holdings Limited.
Company opted for conversion of 7,000 fully convertible debentures into
equity shares of Biba Apparels Private Limited.
2009
Company entered into an agreement for purchase of securities of Star
Shopping Centres Private Limited.
The registered office of the Company was shifted from the State of
Tamilnadu to the State of Maharashtra.
Company made investments in the equity shares and preference shares of
Lee Cooper (India) Limited.
Company increased its stake in Indus-League Clothing Limited and AND
Designs India Limited. Company made investments in Holii Accessories Private
Limited.
2010
Company transferred its entire shareholding in Celio Future Fashions
Limited, Lee Cooper (India) Limited and Turtle Limited in favour of
Indus-League Clothing Limited, a subsidiary of the Company.
Company transferred its entire shareholding in Star Shopping Centres
Private Limited in favour of Future Realtors (India) Private Limited and
divested its stake in the aforesaid company in July, 2010.
Company transferred its entire shareholding in Sankalp Retail Value
Stores Private Limited and Foot Mart Retail India Limited to Juhi’s Idea
Mercantile Private Limited and Blessings Mercantile Private Limited,
respectively.
Company made investments in the equity shares of Capital Foods Exports
Private Limited, Future Consumer Enterprises Limited and Future Consumer
Products Limited, and increased its shareholding in Indus-League Clothing
Limited and Indus Tree Crafts Private Limited.
Company issued Equity Shares increasing the paid-up equity share capital
of the Company by Rs.4574.000 Millions.
Company subscribed to 9,200 equity shares issued by BIBA Apparels
Private Limited.
Company entered into a share purchase agreement with Sanjay Bindra for
purchase of 11,750 equity shares of BIBA Apparels Private Limited.
Company entered into a share transfer cum purchase agreement with Sanjay
Bindra, Punita Bindra, Siddharth Bindra and Meena Bindra for purchase of up to
94,000 equity shares of BIBA Apparels Private Limited.
Company acquired 2,50,000 equity shares of Indus-League Clothing Limited
from Pantaloon Employees Welfare Trust.
2011
Company subscribed to 10,00,000 equity shares issued by Holii
Accessories Private Limited.
Company subscribed to 17,50,000 equity shares issued by Aadhaar
Retailing Limited.
Company entered into a share subscription agreement and a shareholders’
agreement with Idream Holdings Private Limited, Shripal Morakhia, Samir Patil
and Amar Chitra Katha Private Limited for subscribing to 122,598 equity shares
of Amar Chitra Katha Private Limited.
Company transferred its entire shareholding in SSIPL Retail Private Limited
to its subsidiary, Indus-League Clothing Limited.
FINANCIAL
HIGHLIGHTS
On a standalone basis the total income for the current year was
Rs.553.172 Millions as against Rs.131.164 Millions showing an increase of 322%
over previous year. The expenses towards Initial Public Offer of Rs.310.030
Millions incurred during the year have been charged against the current year’s
profit. The profit after tax was Rs.173.331 Millions before charging of IPO
expenses.
On a consolidated basis their total income increased to Rs.8604.110
Millions in fiscal 2012 from Rs.5492.612 Millions in fiscal 2011 there by
registering a growth of 57%. On consolidated basis loss after tax (before IPO
expenses) was Rs.343.842 Millions for the current year.
The Company does not have any indebtedness on a standalone basis. The
Company’s secured and unsecured debt position as at 31st March, 2012 is on
account of consolidated reporting.
The year has been significant for the Company. The Company has
strengthened its position in the Fashion, Rural Distribution, Food and FMCG
sectors by investing further in companies like Indus League Clothing Limited,
Holii Accessories Private Limited, Indus-Tree Crafts Private Limited, Aadhaar
Retailing Limited, Future Consumer Enterprises Limited, Future Consumer
Products Limited and Capital Foods Exports Private Limited. The Company has also strengthened its
position in edutainment business by making further investment in Amar Chitra
Katha Private Limited thus increasing its stake from 13.65% to 65.84% (on fully
diluted basis).
The Company has during the year, made investment in one new business
venture viz. Clarks Future Footwear Limited (Clarks), a 50:50 joint venture
between the Company and C and J Clark International Limited, England.
Details of the financial performance of each of various business
segments are discussed in the Management Discussion and Analysis Report, which
is annexed and forms an integral part of the Directors’ Report.
FUTURE OUTLOOK
Despite the declining growth of the Indian economy, during the year,
their businesses have performed reasonably well. They believe that while global
economic outlook seems grim, the Indian growth should again pick up the pace
rapidly. The inherent strengths of Indian economy like favourable demographics,
entrepreneurship spirit, increasing aspirational population will continue to
drive the consumption at a much faster pace. They hope that after a long pause,
the Government will resume the reform process and unlock the growth potential
at a larger scale. Their businesses are well positioned to take advantage of
the next wave of growth in consumption, which they believe is imminent.
MANAGEMENT
DISCUSSION AND ANALYSIS
Management
Discussions and Analysis (MDA) is structured as follows:
·
Economy Overview
·
Business and Performance Overview
·
Competitive Landscape
·
Risks and Threats
·
Internal Controls and their adequacy
·
Review of Financial Performance
Some statements in this discussion may be forward looking. Future performance
may however differ from those stated in the management discussion and analysis
on account of various factors such as changes in Government regulations, tax
regimes, impact of competition, competing products and their pricing, product
demand and supply constraints. Certain financial numbers mentioned in the MDA
for various companies have been mentioned based on their economic interest
(Their share in the equity of the investee company multiplied by its financial
parameters) therefore the same may vary from the figure considered in
consolidated accounts which are included based on principles of accounting.
ECONOMY OVERVIEW
While the world economy is in a recessionary phase, the Indian economy
faced a difficult year with substantial growth moderation. Despite challenging
economic conditions, the Indian economy continued to grow around 6.90% in the
last financial year 2011-12. It still remains vulnerable to both internal and
external factors like, high inflation, depreciating rupee, high oil prices and
uncertain global scenario. As there are mixed signals from the world economy,
India's return to recent high growth rates shall depend on further fiscal
reforms and steps to improve the Country's investment climate.
The economy also faced problem of elevated price pressure and some form
of policy imbroglio, which impacted general business sentiments. These may not
have immediate solutions but it will be critical how these issues are addressed
by the Government in order to instill confidence within the various economic
participants.
They expect the Indian economy to be in a stronger position as compared
to difficulties faced over last year. The demographic led consumption story
makes a very strong case for India with almost 58% of GDP consumed internally.
Strong internal demand kept India going and shielded it from external
uncertainties. A large domestic market led by the emergence of a soaring middle
class population, investor-friendly policies, availability of skills and
demographic prospects are some of the strong positives that are the bedrock of
the Indian growth story.
BUSINESS AND
PERFORMANCE OVERVIEW
Being part of the consumption growth in India, the Company continues its
focus to strengthen its position in developing, acquiring and partnering of
businesses in the Fashion Apparel and Accessories, FMCG and Food Processing,
Rural Distribution and Edutainment, which constitute a significant portion of
the household expenditure. The large size of the addressable domestic market
and its steady expansion when viewed with the relatively low current level of
penetration coupled with higher organised retail penetration suggests
significant headroom for future growth of branded fashion and processed food.
The Company has positioned itself well for this anticipated growth in business
with an appropriate structure, strategy and capabilities. Considering the
opportunity in the integrated food play, the Company has successfully generated
a strong pipeline for the future investment in Food, FMCG and distribution
segment. The Company, through Capital Foods Limited, is also setting up an
Integrated Food Park, which will set a benchmark in the food processing
industry in India. Further investments shall help in capturing the complete
value chain of food processing industry from farm to fork.
The Company believes in applying a disciplined investment approach and
building strong partnerships with highly-motivated management teams and
entrepreneurs. The investment objective is to catalyze the growth of emerging
or potentially high-growth business opportunities through active participation
as investors and mentors.
During the year, the Company invested Rs.990.000 Millions in new
businesses and further consolidating its position in fashion business,
Rs.873.400 Millions in FMCG and Food Processing business, Rs.210.000 Millions
in Rural Distribution and Rs.669.600 Millions in Edutainment business.
The Company has total equity capital of Rs.15760.000 Millions, of which
over Rs.10000.000 Millions has been invested in growing and nurturing these
businesses as well as in increasing its holding in the promising companies.
FASHION
Their investment
in the fashion space covers the entire value chain in the category, coupled
with presence in almost every sub-category in the sector.
The Indian apparel industry is expected to grow at a CAGR of 8.70 per
cent till FY16. The growth would primarily be driven by the surge in demand for
branded readymade apparels by domestic consumers in rural and urban areas due
to rising income levels, young population and increasing preference for branded
apparels.
The domestic apparel industry comprises of five segments - menswear,
womens wear, Kids wear, unisex and uniforms further bifurcated in formal and
casuals. Their portfolio consist of companies with wide spectrum of 25 national
and internationally recognized brands like Lee Cooper, Manchester United, John
Miller, Turtle, Indigo Nation, Scullers, Daniel Hechter, Lombard, Celio, and,
Clarks, BIBA, etc. They are present in mens, womens and kids segment in formal,
casual and ethnic wears including accessories at various price points.
Apparel industry's profitability is mainly influenced by the raw
material and input prices. Domestic players enjoy better margins as against the
exporters. The raw material prices for apparel players have been on rise in the
recent past due to the soaring cotton and crude oil prices.
Indian apparel Industry has been unable to pass on the rise in cost to
the consumers due to the stiff competition and limited pricing power.
Therefore, the margins of the apparel manufacturers have been affected and are
expected to remain subdued over the medium term. Buoyancy in domestic demand is
the key to the future profitability.
All these brands have a strong retail network through their own
Exclusive Brand Outlets (EBOs) as well as Multi Brand Outlets (MBOs) and
presence in modern retail. Few of the brands are also exploring the franchisee
model and trying to expand its reach through general distribution mode. They
are targeting E-commerce as another big channel of distribution for the brands
to expand their reach and brand presence in Indian and International markets.
The consolidated revenue in the category is expected to grow by 30 -40% and
with impetus on cost reduction and change in sales mix, the EBIDTA is expected
to improve from current levels. Considering the fast changing customer
preferences, it is necessary for the industry to keep a track of major changes
in apparel trends for consumer preferences and emergent opportunities with
tight working capital management.
The revenues of their fashion segment have grown considerably over
previous year. Based on the economic interest (Company's share in the equity of
the venture multiplied by its financial parameter), the segment's aggregate
turnover for the FY 2011-12 registered a growth of 62%. Better absorption of
fixed costs over increased sales base has resulted in reduction in operating
cost as percentage of overall sales though EBITDA margins are lower due to
increase in cost of materials and imposition of excise duty on branded
apparels.
The segment has been focusing on the working capital management. Net
Working Capital Cycle (Inventory + Debtors-Creditors) has improved by 28 days,
during the year.
During the fiscal year 2011-12, the Company has invested into a Joint
Venture with UK based globally renowned footwear brand "Clarks". The Company
has made investments to the tune of Rs.233.000 Millions in Clarks Future
Footwear Limited. The Company has also raised its stake in Indus-League
Clothing Limited, BIBA Apparels Private Limited and Indus Tree Crafts Private
Limited by investing an aggregate of Rs.747.100 Millions. It has invested
Rs.10.000 Millions in Holii Accessories Private Limited to support the growth
of business. These brands are expanding their retail footprint and have been
receiving encouraging response from the market. The Company believes that these
brands have strengthened and diversified its fashion portfolio in apparels and
accessories.
1. Indus-League
Clothing Limited (Indus League)
Indus League started its operations in 1999. It is one of the largest
fashion companies with a wide array of branded apparels and accessories. It is
uniquely positioned as a designer, manufacturer and retailer of ready-made
garments in mens and womens casual and formal wear through established brands
such as "Indigo Nation", "John Miller",
"Scullers", ""Urbana", "Daniel Hechter",
"Urban Yoga", "Manchester United" and "Jealous".
Indus League has market presence in India, Sri Lanka and Middle East. Indus
League operates through 108 exclusive brand outlets and 191 multi-brand
outlets. During the year, Indus League has opened 4 Manchester United EBOs in
Mumbai, Kolkata and Pune, which have received an encouraging response. Indus
League has tied up with the fast growing E-commerce sites and franchisee route
to expand its retail reach in tier 2 and tier 3 cities.
Indus League in terms of its holding in Celio Future Fashion Limited
(49.99%), Lee Cooper (India) Limited (100%), and Turtle Limited (26%) has
reported consolidated turnover on economic interest basis of Rs.5720.300
Millions and operating profit / EBIDTA of Rs.456.000 Millions for fiscal year
ended 2012. It has registered a turnover growth of 41 % over last year. EBIDTA
% has been lower on account of impact of excise duty and increasing input
costs.
They believe that with wide array of brands and reach, Indus League is
well positioned to grow its fashion business rapidly. Indus League will
continue to expand its reach by opening exclusive brand outlets, stores in
multi brand outlets, E-commerce and traditional distribution network in the coming
year.
2. Biba Apparels Private Limited (BIBA)
BIBA has an established presence in women ethnic wear segment in India
since 1988, which includes ethnic ensembles (salwar, kameez and dupatta), mix
and match readymade clothing and unstitched fabric lengths all under the brand
"BIBA". BIBA has also received an overwhelming response to its
kidswear collection launched during the year. BIBA operates through 87
exclusive brand outlets and 199 multi-brand outlets.
For fiscal year ended 2012, BIBA has reported aggregate turnover of
Rs.1688.400 Millions and operating profit/EBITDA of Rs.395.100 Millions, which
has grown by 24% and 56% respectively over previous year. The operating margin
has improved on account of better product mix and realisation.
3. AND Designs India Limited (AND)
AND is a well established and one of the largest brand in Designer
Apparel for Women under the Brand "AND", "Anita Dongre Inter
Pret", a mix and match western wear fashion brand, "Anita Dongre
Timeless", a custom made occasion wear, "GRASSROOT", an organic
clothing line and "Globaldesi", an ethnic fusion wear. During the
year, AND launched an exclusive designer wear bridal collection and menswear
under the brands Anita Dongre Inter Pret and AD man and AND, thereby further
consolidating its portfolio and its position in Western, Casual, ethnic and
Formal women wear and mens wear. AND operates through 73 exclusive brand
outlets and 241 multi-brand outlets
For fiscal year ended 2012, AND reported aggregate turnover of
Rs.1187.600 Millions and operating profit / EBITDA of Rs.225.600 Millions
registering a growth of 44% and 58 % respectively over previous year. AND
already has a strong portfolio of well recognised brands in women wear. AND has
further added new categories to its women wear range and with the launch of
menswear, it has further strengthened its portfolio.
4. Indus Tree Crafts Private Limited
(Indus Tree)
Mother Earth is a "for Profit" social entrepreneurship driven by
triple bottom line-financial, social and environmental. Indus Tree is engaged
in the design, creation, domestic retailing and distribution and export of a
wide range of environmentally and socially sustainable products, which include
apparels, personal accessories, furniture, handicrafts and home linen and are
marketed under the brand "Mother Earth". Most of the products sold by
Indus Tree are hand crafted by over 4,000 artisans, craftsmen and self-help
groups across India. It operates through 6 exclusive outlets and 33 multi brand
outlets.
A social fund "Grassroot Business Fund" based in United
States, has extended financial assistance to Indus Tree during the year
For fiscal year ended 2012, Indus Tree had aggregate sales of Rs.148.100
Millions and operating/EBITDA loss of Rs.36.700 Millions. Indus Tree has
ambitious plans to touch more lives and scale up its operations profitably by
expanding its reach in domestic and international market.
5. Holii Accessories Private Limited
(Holii)
Holii was incorporated in 2009 as a joint venture with Hidesign India
Private Limited. It is in the business of designing and distributing fashion
accessories, such as luxury handbags, wallets and other leather products for
women, under the brand name "Holii". It operates through 11 exclusive
outlets and 68 multi brand outlets
For fiscal year ended 2012, Holii reported turnover of Rs.57.000
Millions and operating/EBITDA loss of Rs.18.100 Millions.
6. Clarks Future Footwear Limited (CFFL)
CFFL is a joint venture between Subject and C and J Clark International
Limited (Clarks). Which is licensed to use the brand "Clarks" which
carries a strong brand image across the globe, backed by footwear expertise of
Clarks which is supported by world class research of over 185 years.
Clarks was established in 1825 and is based in Somerset, United Kingdom.
It is an international footwear retailer. It is the fourth largest manufacturer
and retailer of shoes in the world. Clarks products are being sold in over a
100 countries, with more than a 1,000 stores selling above 50 million pairs a
year also giving employment to over 13,000 people. Clarks multi-channel
retailing facility provides an online access to complete range of children's,
men's and women's footwear and handbag to customers. Clarks has registered a
total turnover of $1.4 billion in 2010. Clarks' major markets include UK (the
top market for the brand) US, Japan, Malaysia, Singapore, Europe and China.
In its first 9 months of operations, CFFL reported a turnover of Rs.235.300
Millions and operating/EBITDA loss of Rs.77.300 Millions. CFFL has opened 15
exclusive brands outlets and 152 multi brand outlets. The brand has been well
accepted by the Indian customers and is set to become one of the most preferred
brand in footwear.
CFFL's operations are in built up phase and with increase in the number
of stores through exclusive and multibrand outlets, the turnover of CFFL is
expected to increase multifold.
FOOD
The total food
production in India is expected to double in the next ten years and there is
ample opportunity for huge investments in food and food processing
technologies, skills and equipments.
The Indian food and beverages market has witnessed strong growth over
the past few years. Liberalisation of the economy and growing income of middle
class population have had a positive impact on consumer spending and
consumption in both rural and urban areas. Indian consumers now spend a
significant proportion of their income on food and other essential commodities.
Numerous other factors like demographic and macro-economic conditions have also
given boost to expenditure on food and beverages in the Country.
The food processing industry in India stands at US$ 135 billion and is projected
to grow with a compound annual growth rate (CAGR) of 20 per cent over the next
five years so as to reach US$ 200 billion by 2015.
The food processing industry in India is witnessing quick growth.
Overall the branded players in the processed foods category are expected to
grow much faster than the total market. In addition to the demand side, there
are changes happening on the supply side as well with the growth in organised
retail, increasing foreign direct investment (FDI) in food processing and
Indian based companies to cater to the changing preferences of Indian customer.
With massive scope for value addition, growing trend in the consumption pattern
of processed food products in India and many fiscal incentives being planned by
the Government, this sector is poised for a hyper growth in the future.
Government incentives in the field of mega food parks, cold chain and exports
benefits are also playing an important role in encouraging food processing.
Subject supports new and fast growing brands in the home and personal
care and processed and packaged food segment that are retailed through Food
Bazaar, KB's Fairprice, rural distribution network, Aadhaar and an independent
distribution network of Capital Foods. Supply side shall further be strengthened
by creating Integrated food park thus capturing the entire value chain from
sourcing from farmers in vicinity to processing and packaging of food products
and distribution to retailers.
Their Integrated Food Park at Tumkur, Karnataka is progressing well
after some delay in land acquisition. The land has been allotted and the
contracts for the building and infrastructure are being finalised. The Food
Park near Bangalore is expected to be fully operational in the next 15-18
months.
During the year, the Company has raised its stake in Capital Foods
Exports Private Limited from 40.81% to 43.76% by additionally investing
Rs.360.000 Millions.
The revenues of their Food and FMCG segment have grown considerably over
previous year. Based on the economic interest the segment's aggregate turnover
for the FY 2011-12 registered a growth of 26%.
The continued focus on the working capital management has resulted in
further improvement in Net Working Capital cycle (Inventory+Debtors-Creditors)
by 13 days, for the year.
To further strengthen their position in the processed food business, the
Company is exploring possibilities to invest in such Food Parks in the West,
East and North of India. The Company is also exploring investment opportunities
in different food and distribution companies to strengthen its product and
brand portfolio.
1. Capital Foods
Exports Private Limited (Capital Foods)
Capital Foods is a 13 year old company which has developed packaged
ready to cook and ready to eat products such as instant noodles, sauces,
chutneys, hakka noodles, vinegar under its brands, "Chings Secret"
and "Smith and Jones". During the year, Capital Foods has launched
innovative and easy to use packaging for its pouring sauces and garlic paste.
It currently has 900+ C and F agents and distributors across 250 cities for
general distribution reaching more than 1,40,000 retailers. It also sells
directly to modern retail. It also exports products to various countries.
For fiscal year ended 2012, Capital Foods reported a consolidated
turnover of Rs.1232.200 Millions and operating profit/EBITDA of Rs.145.600
Millions, showing growth of 12% and 28% respectively over previous year.
Capital Foods has matured as a significant domestic player after
starting primarily as an export oriented company. It has created platform for
itself from where it can grow disproportionately. Capital Foods is in process
of launching a new brand to capture huge potential in the unbranded grocery
market in India.
2. Integrated Food
Park Private Limited (IFPPL) -mega food park project
IFPPL is a SPV incorporated to set up food processing infrastructure in
Tumkur, Karnataka under the Mega Food Park Scheme of Ministry of Food
Processing Industries, Government of India. The project has been awarded to
IFPPL in April 2011 by MoFPI. The planned outlay of the project is estimated at
Rs.1440.000 Millions.
The project will aim at developing food processing infrastructure, with
the objective of integrating "farm to plate" supply chain. The site for
the project is located about 100 kms from Bangalore, in Vasanthanarsapura
Industrial Area in Kora Taluk, Tumkur District, Karnataka.
Over last 15 months, the project has been advancing in its planning and
development. Possession of the land of 110 acres was completed in March 2012.
Development of Hub and Spoke infrastructure and modern Food Processing
facility has been envisaged, wherein collection centers will support the Core
Processing and Food Manufacturing and will facilitate operations of Fresh produce
and Staples.
Much desired facilities of efficient handling, storage and distribution
of Food products in a safe, hygienic and compliant environment are being
created in the Food Park
3. Future Consumer Enterprises Limited
(FCEL)
FCEL owns exclusive right to sell and distribute various food and FMCG
products under the various brands (Tasty Treat, Fresh and Pure, Clean Mate,
Care Mate, Premium Harvest, SACH, Disney, Ektaa). FCEL has launched various
products and innovative packaging during the year which has been very well
appreciated by the customers.
For fiscal year ended 2012, FCEL reported a turnover of Rs.1036.500
Millions and operating profit/EBITDA loss of Rs.2.400 Millions. The revenue
registered a growth of 30% over the last year.
They believe that the products launched by FCEL have huge potential
having demonstrated consistent growth in a competitive in-store environment.
FCEL has received an overwhelming response in the rural market where its
products are distributed by Aadhaar Retailing Limited. Seeing the response,
FCEL is exploring other distribution channels to distribute its products in the
general trade. FCEL is in the process of launching a personal care brand which
will expand its portfolio of products offering.
4. Future Consumer Products Limited (FCPL)
The Company has 90% stake in FCPL, which owns the brand "Sach"
in association with lengendary cricketer Sachin Tendulkar. The brand stands for
purity and honesty. Various products have been launched in categories such as
dental care and hygiene, personal care, juices and apparels under the brand
"Sach". These products have been well received in the market. The
entire marketing of products is through Future Consumer Enterprises Limited and
Future Value Retail Limited which are exclusive licensee(s) for this purpose.
CONTINGENT LIABILITIES:
A. Bank Guarantees and Asset Given as Security
(Rs. In Millions)
|
Particular |
31.03.2012 |
31.03.2011 |
|
Bank Guarantees |
|
|
|
Indus League Clothing Limited |
330.000 |
330.000 |
|
Indus Tree Crafts Private Limited |
60.000 |
60.000 |
|
Asset Given as Security * |
|
|
|
Aadhaar Retailing Limited |
0.000 |
190.000 |
* In the previous year, 7,000,000 Equity Shares in Aadhaar Retailing Limited
have been pledged to Future Capital Holdings Limited (FCH) as security for loan
availed by Aadhaar Retailing Limited from FCH.
B. Share Purchase Obligation towards investment in Group Company (net of
advances) is Rs. Nil (Previous Year Rs.218.808 Millions)
C. No provision is presently considered necessary for Income tax demands
aggregating to Rs11.320 Millions (Previous Year Rs. Nil) which are under
various stages of appeal as the company is of the view that the said demands
are not sustainable in law.
FIXED ASSETS:
Tangible Assets
·
Office Equipments
·
Computers
·
Furniture and Fixture
Intangible Assets
·
Software
STANDALONE UNAUDITED
FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2012
(Rs. In Millions)
|
|
PARTICULARS |
STANDALONE |
|
|
|
For the Quarter ended |
|
|
|
30.06.2012 |
|
|
|
(Unaudited) |
|
1 |
(a) Net Sales/Income from Operations |
153.147 |
|
|
Total Income |
153.147 |
|
2 |
Expenses |
|
|
|
(a) Employee Benefits Expense |
19.367 |
|
|
(b) Depreciation and Amortisation Expense |
0.075 |
|
|
(c) Mentoring and Advisory Fees |
37.500 |
|
|
(d) Legal & Professional Charges |
1.080 |
|
|
(e) Advertisement & Publicity Expenses |
0.052 |
|
|
(f) Other Expenses |
10.777 |
|
|
Total Expenses |
68.851 |
|
3 |
Profit from
Operations before Other Income, Finance Costs & Exceptional Items (1-2) |
84.296 |
|
4 |
Other Income |
- |
|
5 |
Profit before
Finance Costs & Exceptional Items (3+4) |
84.296 |
|
6 |
Finance Costs |
- |
|
7 |
Profit after Finance
Costs but before Exceptional Items (5-6) |
84.296 |
|
8 |
Exceptional Items (IPO Expenses) |
- |
|
9 |
Profit (+)/ Loss
(-) from Ordinary Activities before tax (7-8) |
84.296 |
|
10 |
Tax expense |
24.250 |
|
11 |
Net Profit (+)/Loss(-)
from Ordinary Activities after tax (9-10) |
60.046 |
|
12 |
Extraordinary Item (net of tax expense) |
- |
|
13 |
Net Profit
(+)/Loss(-) for the period (11+12) |
60.046 |
|
14 |
Paid-up equity share capital (Face Value of Rs.10/- per share) |
15762.437 |
|
15 |
Reserves & Surplus |
|
|
16 |
Basic and diluted earnings per share (EPS) not annualised other than year ended |
0.04 |
|
17 |
Public shareholding |
|
|
|
- Number of shares |
988027890 |
|
|
- Percentage of shareholding |
62.68% |
|
18 |
Promoters and
Promoter Group shareholding |
|
|
|
a) Pledged / Encumbered |
|
|
|
- Number of shares |
289767070 |
|
|
- Percentage of shares (as a % of the total shareholding of promoter and |
(*)49.26% |
|
|
promoter group) |
|
|
|
- Percentage of shares (as a % of the total share capital of the Company) |
(*)18.38% |
|
|
b) Non - encumbered |
|
|
|
- Number of shares |
298448740 |
|
|
- Percentage of shares (as a % of the total shareholding of promoter and |
|
|
|
promoter group) |
50.74% |
|
|
- Percentage of shares (as a % of the total share capital of the Company) |
18.94% |
(*) The term 'Encumbrance' has the same meaning as assigned to it under regulation 28(3) of Securities and Exchange Board of India (Substantial Acquistion of Shares and Takeovers) Regulations,2011, and hence the figures in respect of the current quarter are not comparable with those of the corresponding previous period.
Note:
1. The above results were reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on August 14, 2012. The above results have been subjected to limited Review by the statutory auditors. Figures for quarter ended March 31,2012 are the balancing figures arrived by deducting the amounts as per the Unaudited results for nine months period ended December 31,2011 from the Audited results for the year ended March 31, 2012.
2. The Company is primarily engaged in the business of investing/financing and building consumer product Businesses/Brands. Further, the Company does not have any operations outside India. As such, there are no separate reportable segments as per AS 17 "Segmental Reporting" on standalone basis.
3. Additional Disclosure in accordance with clause 43 of listing agreement regarding utilisation of IPO proceeds for the Period ended June 30, 2012.
(Rs. in Millions)
|
Particulars for
utilisation of funds for |
Amount to be Utilised
as per Prospectus |
Amount Utilised
till 30.06.2012 |
|
To create, build, invest in or acquire, and operate Business Ventures |
5313.556 |
2666.043 |
|
General Corporate Purposes |
1771.185 |
1477.169 |
|
Issue Related Expenses |
415.259 |
354.833 |
|
Total |
7500.000 |
4498.045 |
Balance unutililised funds are temporarily invested / held in Mutual Funds, Deposits, Intercorporate Deposits and Company's Bank Account.
4. Previous period's figures have been regrouped wherever necessary to conform to current period's presentation.
5. The financial results will be available on the Company's
website - www.futureventures.in,
and on the website of BSE (www.bseindia.com)
and NSE (www.nseindia.com)
6.
|
Particular |
Quarter ended |
|
30.06.2012 |
|
|
INVESTOR COMPLAINTS |
|
|
Pending at the beginning of the quarter |
NIL |
|
Received during the quarter |
9 |
|
Disposed of during the quarter |
9 |
|
Remaining unresolved at the end of the quarter |
NIL |
AS PER WEBSITE DETAILS:
OVERVIEW
FVIL is part of Future Group, which was
founded on a simple idea -- Rewrite Rules, Retain Values. Under the leadership of
Mr. Kishore Biyani, Future Group began its pioneering journey 25 years ago to
transform India’s Retail space and create a positive change in the communities,
societies and business sectors in which it operates.
Today, Future Group is an established leader
in Retail through its multiple formats spread over 15 million square feet of
retail space which service customers in 85 cities and 60 rural locations across
the country. Around 220 million customers walk into Future Group-owned stores
each year and buy products and services supplied by over 30,000 small, medium
and large entrepreneurs and manufacturers from across India.
Pantaloon Retail (India) Limited (PRIL), the
flagship company of Future Group, has incubated, nurtured and brought to
maturity several businesses and formats including Future Capital Holdings
(FCH), Future Generali Insurance, Future Supply Chain, Future Agrovet, Future
Media, Future Brands, Future Bazaar, Pantaloons, Central, Big Bazaar, Food
Bazaar, Home Town and Ezone.
FVIL seeks to create, build, acquire, invest
in and operate innovative and emerging businesses in India’s consumption-led
sectors, which they define as sectors whose growth and development will be
determined primarily by the growing purchasing power of Indian consumers and
their changing preferences, lifestyle, aspirations and spending habits.
Within the consumption-led sectors, they
intend to focus primarily on opportunities in the following business segments:
They intend to exercise significant management
control or influence in the Business Ventures in which they invest in addition
to allocating and providing capital.
As at March 2011, they have in their portfolio
13 Business Ventures of which 5 are subsidiaries. They seek to access
opportunities at various stages of the enterprise growth cycle, from nascent to
more mature businesses, with a view towards medium to long-term value creation
for their shareholders.
FVIL has successfully completed the Initial
Public Offering of its securities and raised Rs. 7500.000 Millions. The shares
were listed on Bombay Stock Exchange and National Stock Exchange on 10 May,
2011.
G. N. Bajpai
Chairman
G.N. Bajpai is the Chairman of Subject. He
completed his Master of Commerce degree from the University of Agra and Bachelor‘s
degree in Law from the University of Indore.
Mr. Bajpai has previously been the Chairman of
Securities Exchange Board of India (SEBI), Life Insurance Corporation of India
(LIC), the Corporate Governance Task Force of International Organisation of
Securities Commission and the Chairperson of the Insurance Institute of India.
He has also been a member of the Board of Directors of General Insurance
Corporation of India, ICICI Bank, Unit Trust of India, Axis Bank and Indian
Railway Finance Corporation. He is on the Board of Advisors of the Indian Army
Group Insurance Fund and National Insurance Academy (University) and also
served on the Board of Governors of the Indian Institute of Management
(Lucknow).
Mr. Bajpai has delivered lectures at the London
School of Economics, Harvard University, and the Massachusetts Institute of
Technology (MIT). He has written three books and was recently honoured for his
’Outstanding Contribution to the Development of Finance’.
He has been on the Board of Subject since
February 20, 2008.
Kishore Biyani
Managing Director
Kishore Biyani is the Managing Director of
Subject. A commerce graduate with a post-graduate diploma in marketing
management, he has over 25 years' experience in the field of manufacturing,
marketing and retailing of readymade garments.
Mr. Biyani has received several awards
including the 'CEO of the Year - 2001', 'Most Admired Retailer of the Year -
2004', 'Retail Face of the Year - Images Retail Awards 2005' and 'E and Y
Entrepreneur of the Year - Services - 2006'.
He has been on the Board of Subject since
October 8, 2007.
Anil Harish
Director
Anil Harish is a non-executive Director of
Subject. He is a BA and LLB from the University of Mumbai and obtained an
Master's degree in law from the University of Miami, USA. A partner with D.M.
Harish and Company, Advocates, he specialises in Corporate Law, Income Tax and
Property matters.
He has been on the Board of Subject since
February 20, 2008.
Anand Balasundaram
Director
Anand Balasundaram is a non-executive Director
of Subject. He is a qualified Chartered Accountant and holds a degree in
Commerce. He has over 20 years experience in Corporate Finance and Treasury
across diversified business groups.
Before joining Pantaloon Retail India Limited,
Mr. Balasundaram was President (Corporate Finance) of the Vedanta Resources
Group. He has also worked with Motorola India, Credit Lyonnais, HSBC, IL and FS
and Citibank.
He has been on the Board of Subject since July
16, 2009.
Jagdish Shenoy
Director
Jagdish Shenoy is a non-executive Director of
Subject. He is a qualified Chartered Accountant and holds a B.Com degree in
Commerce from Podar College in Mumbai. He has over 20 years' experience in
systems documentation, training, internal and operational audits and business
advisory. Mr. Shenoy has been associated with RSM and Company, Chartered
Accountants. He was also on the board of Aneja Associates.
He has been on the Board of Subject since
August 10, 2010.
Gaurav Burman
Director
Gaurav Burman is an additional Director of
Subject.
Mr. Burman is the Managing Partner of Elephant
Capital plc (formerly Promethean India plc) listed on AIM. He started his
career with Dabur India Limited and was also associated with Dresdner Kleinwort
Capital, a global private equity firm with over US$1.5 billion under
management. More recently, he raised and is the President and Secretary of
Atlas Acquisition, a US$200m SPAC (Special Purpose Acquisition Company) listed
in the US.
Mr. Burman sits on a number of boards
including Dabur International, Atlas Acquisition, Nitco Tiles, and Elephant
Capital and is on the international Board of Tufts University. He is also a
member of the Young Presidents Organisation (YPO).
He has been on the Board of Subject since July
16, 2011.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.55.78 |
|
|
1 |
Rs.88.04 |
|
Euro |
1 |
Rs.69.62 |
INFORMATION DETAILS
|
Report Prepared
by : |
VRN |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
4 |
|
PAID-UP CAPITAL |
1~10 |
4 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT LINES |
1~10 |
2 |
|
--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 |
|
28 |
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 |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.