1. Summary Information
|
|
|
Country |
India |
|
Company Name |
FUTURE RETAIL
LIMITED |
Principal Name 1 |
Mr. Kishore Laxminarayan Biyani |
|
Status |
Moderate |
Principal Name 2 |
Mr. Rakesh Biyani |
|
|
|
Registration # |
11-044954 |
|
Street Address |
Knowledge House, Shyam Nagar, Off Jogeshwari – Vikhroli Link Road,
Jogeshwari (East), Mumbai – 400060, Maharashtra, India |
||
|
Established Date |
12.10.1987 |
SIC Code |
-- |
|
Telephone# |
91-22-30841300/ 66442200 |
Business Style 1 |
Departmental Stores |
|
Fax # |
91-22-66442222/ 66442201 |
Business Style 2 |
-- |
|
Homepage |
Product Name 1 |
-- |
|
|
# of employees |
Not Available |
Product Name 2 |
-- |
|
Paid up capital |
Rs.463,200,000/- |
Product Name 3 |
-- |
|
Shareholders |
Promoter and Promoter Group – 49.19% Public shareholding – 55.81% |
Banking |
Bank of India |
|
Public Limited Corp. |
YES |
Business Period |
25 Years |
|
IPO |
YES |
International Ins. |
- |
|
Public |
YES |
Rating |
B
(33) |
|
Related
Company |
|||
|
Relation
|
Country
|
Company
Name |
CEO |
|
Subsidiary Companies |
India
|
Futurebazaar India Limited |
-- |
|
Note |
- |
||
2. Summary
Financial Statement
|
Balance Sheet as of |
31.12.2012 |
(Unit: Indian Rs.) |
|
|
Assets |
Liabilities |
||
|
Current Assets |
16,894,100,000 |
Current Liabilities |
19,409,300,000 |
|
Inventories |
21,402,400,000 |
Long-term Liabilities |
24,056,000,000 |
|
Fixed Assets |
22,833,100,000 |
Other Liabilities |
9,338,400,000 |
|
Deferred Assets |
0,000 |
Total Liabilities |
52,803,700,000 |
|
Invest& other Assets |
24,899,600,000 |
Retained Earnings |
32,762,300,000 |
|
|
|
Net Worth |
33,225,500,000 |
|
Total Assets |
86,029,200,000 |
Total Liab. & Equity |
86,029,200,000 |
|
Total Assets (Previous Year) |
63,347,000,000 |
|
|
|
P/L Statement as of |
31.12.2012 |
(Unit: Indian Rs.) |
|
|
Sales |
69,877,300,000 |
Net Profit |
2,732,600,000 |
|
Sales(Previous yr) |
40,974,300,000 |
Net Profit(Prev.yr) |
787,500,000 |
MIRA
INFORM REPORT
|
Report Date : |
25.04.2013 |
IDENTIFICATION DETAILS
|
Name : |
FUTURE RETAIL LIMITED (w.e.f. 11.04.2013) |
|
|
|
|
Formerly Known
As : |
PANTALOON RETAIL (INDIA) LIMITED |
|
|
|
|
Registered
Office : |
Knowledge House, Shyam Nagar, Off Jogeshwari – |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.12.2012 |
|
|
|
|
Date of
Incorporation : |
12.10.1987 |
|
|
|
|
Com. Reg. No.: |
11-044954 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.463.200 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L52399MH1987PLC044954 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMP16929D |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACP6317L |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Chain of Departmental Stores. |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
B (33) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
Maximum Credit Limit : |
USD 132000000 |
|
|
|
|
Status : |
Moderate |
|
|
|
|
Payment Behaviour : |
Slow and delayed |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject belongs to the ‘Future Group’. It is a well-established company
having a moderate track record. The group company is passing through financial crisis. However, the subject has shown some improvement in its performance
during 2012. Business is active. Payment terms are slow and delayed. The company can be considered for business dealings with great
caution. |
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 |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
A Long Non Convertible Debenture (Under
Credit Watch) |
|
Rating Explanation |
Adequate degree of safety and low credit
risk.` |
|
Date |
January 14, 2013 |
* Reason for rating under credit watch: Demerge of the company’s ‘Pantaloons’ format business.
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.
INFORMATION DENIED
Management Non Co-Operative (91-22-66442222)
LOCATIONS
|
Registered/ Head Office : |
Knowledge House, Shyam Nagar, Off Jogeshwari – |
|
Tel. No.: |
91-22-30841300 / 66442200 / 66442444 |
|
Fax No.: |
91-22-66442222 / 66442201 |
|
Email : |
|
|
Website : |
|
|
|
|
|
Factory : |
G – 6, MIDC, Tarapur, District Thane, Maharashtra, India |
|
|
|
|
Corporate Office : |
Future Retail Home Office, 10th Floor, Tower C, 247 Park, L.B.S
Marg, Vikhroli (West), Mumbai – 400089, Maharashtra, India |
|
|
|
|
ZONAL OFFICE |
|
|
East Zone : |
03-097, Fourth Floor, Block No- BG, Plot No. 5, Action Area – 1B,
Block by Block Shopping Mall, P.O. New Town, Kolkata – 700156, West |
|
Tel. No.: |
91-33-30917500/ 01 |
|
Fax No.: |
91-33-30917502 |
|
Email : |
|
|
|
|
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West Zone: |
Plot No. 117, Road No. 18, Opposite Army and Navy Press, MIDC, Marol, Andheri-
East, Mumbai – 400093, |
|
Tel. No.: |
91-22-67750300 / 67089500 |
|
Fax No.: |
91-22-67750357 / 67089501 |
|
Email : |
|
|
|
|
|
Gujarat Zone |
3rd Floor, Zonal Office, City Gold Mall,132 Feet Ring Road,
Near Shyamal Cross Road, Satellite, Ahmedabad – 380015, Gujarat, India |
|
Tel No.: |
91-79-30413700 |
|
Fax No.: |
91-79-30413737 |
|
|
|
|
North Zone |
3rd Floor, Plot No.82, Sector 32, Near NIIT Corporation
Office, Gurgaon – 122001, |
|
Tel. No.: |
91-124-4641000 |
|
Fax No.: |
91-124-4641001 |
|
Email : |
|
|
|
|
|
South Zone : |
No.18/1 (Old No.
125/A), 10th Main, Ashoka Pillar Road, Before Rani Sarla Devi School, 1st
Block, Jayanagar, Bangalore - 560011, Karnataka, India |
|
Tel. No.: |
91-80-66588600 / 43304000 |
|
Fax No.: |
91-80-66588650 / 86577530 |
|
Email : |
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Stores : |
·
Located at: · Mumbai · Delhi · Noida · Gurgaon · Kolkata · Durgapur · Howrah · Chennai · Bangalore · Pune · Bhopal · Aurangabad · Ahmedabad · Allahabad · Hyderabad · Lucknow · Kanpur · Indore · Coimbatore · Mangalore · Bhubaneshwar · Siliguri · Guwahati · Rajkot · Zirakpur · Ghaziabad · Nagpur · Vadodara · Surat · Nashik · Bhopal · Vizag |
DIRECTORS
As on: 31.12.2012
|
Name : |
Mr. Shailesh Vishnubhai Haribhakti |
|
Designation : |
Director |
|
Address : |
Flat No. 2602, "A' Wing, Lodha Belissimo Jivraj Bericha Marg, N. M. Joshi Marg, Dr. S S Rao Road, Parel, Mumbai - 400012, Maharashtra, India |
|
Date of Birth/Age : |
12.03.1956 |
|
Date of Appointment : |
01.06.1999 |
|
DIN No.: |
00007347 |
|
|
|
|
Name : |
Mr. Kishore Laxminarayan Biyani |
|
Designation : |
Managing Director |
|
Address : |
405, Jeevan Vihar, Manav Mandir Road, Malabhar Hill, Mumbai - 400006, Maharashtra, India |
|
Date of Birth/Age : |
09.06.1960 |
|
Date of Appointment : |
01.04.2010 |
|
DIN No.: |
00005740 |
|
|
|
|
Name : |
Mr. Rakesh Biyani |
|
Designation : |
Managing Director |
|
Address : |
308, Jeevan Vihar, 5, Manav Mandir Road, Mumbai – 400006, Maharashtra, India |
|
Date of Birth/Age : |
05.04.1972 |
|
Date of Appointment : |
10.11.2011 |
|
DIN No.: |
00005806 |
|
|
|
|
Name : |
Mr. Vijay Laxminarayan Biyani |
|
Designation : |
Whole Time Director |
|
Address : |
305, Jeevan Vihar, 5, Manav Mandir Road, Mumbai – 400006, Maharashtra, India |
|
Date of Birth/Age : |
04.07.1959 |
|
Date of Appointment : |
26.09.2009 |
|
DIN No.: |
00005827 |
|
|
|
|
Name : |
Mr. Doreswamy Seshagiri Rao |
|
Designation : |
Director |
|
Address : |
33-3, Juhu Shalimar, Gulmohar Crossroad No.10 J.V.P.D. Schema, Mumbai - 400049, Maharashtra, India |
|
Date of Birth/Age : |
30.09.1937 |
|
Date of Appointment : |
29.09.2000 |
|
DIN No.: |
00042897 |
|
|
|
|
Name : |
Mr. Darlie Oommen Koshy |
|
Designation : |
Director |
|
Address : |
1402, Tower-02, Orchid Petals, Sohna Road, Sector - 49, Gurgaon (NCR) – 122002, Haryana, India |
|
Date of Birth/Age : |
29.05.1955 |
|
Date of Appointment : |
27.07.1999 |
|
DIN No.: |
00023527 |
|
|
|
|
Name : |
Mr. Anil Harish |
|
Designation : |
Director |
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Address : |
13, C.C.I, Chambers, 1st Floor, Dinahaw Wacha Road. Mumbai – 400020, Maharashtra, India |
|
Date of Birth/Age : |
19.03.1954 |
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Date of Appointment : |
24.08.2004 |
|
DIN No.: |
00001685 |
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|
|
|
Name : |
Ms. Bala Chaitanya Deshpande |
|
Designation : |
Director |
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Address : |
Flat No.501, 5th Floor, Kukreja Heights, Near Rishi Kapoor’s Bungalow, Pali Hill, Bandra (West), Mumbai – 400050, Maharashtra, India |
|
Date of Birth/Age : |
15.04.1966 |
|
Date of Appointment : |
15.11.2007 |
|
DIN No.: |
00020130 |
|
|
|
|
Name : |
Mr. Vijay Kumar Chopra |
|
Designation : |
Director |
|
Address : |
4 - A, 4th Floor, Harmony, Tower. Dr E Moses Road, Worli Mumbai – 400013, Maharashtra, India |
|
Date of Birth/Age : |
06.03.1946 |
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Date of Appointment : |
24.07.2008 |
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DIN No.: |
02103940 |
|
|
|
|
Name : |
Mr. Gopikishan Bansilal Biyani |
|
Designation : |
Director |
|
Address : |
309. Jeevan Vihar, 5, Manav Mandir Road, Mumbai – 400006, Maharashtra, India |
|
Date of Birth/Age : |
12.08.1945 |
|
Date of Appointment : |
01.04.2010 |
|
DIN No.: |
00005775 |
KEY EXECUTIVES
|
Name : |
Mr. Deepak Tanna |
|
Designation : |
Company Secretary |
|
Address : |
B-22, Vimal Nagar Co-operative Housing Society Limited, S.V. Road, Kandivli (West). Mumbai – 400067, Maharashtra, India |
|
Date of Birth/Age : |
11.09.1965 |
|
Date of Appointment : |
26.04.2003 |
|
PAN No.: |
AABPT3574H |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 31.03.2013
|
Category of Shareholder |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding
of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
95286601 |
44.19 |
|
|
95286601 |
44.19 |
|
|
|
|
|
Total shareholding
of Promoter and Promoter Group (A) |
95286601 |
44.19 |
|
(B) Public
Shareholding |
|
|
|
|
|
|
|
|
13129718 |
6.09 |
|
|
4226055 |
1.96 |
|
|
8159147 |
3.78 |
|
|
1678760 |
0.78 |
|
|
55815912 |
25.88 |
|
|
83009592 |
38.49 |
|
|
|
|
|
|
24906335 |
11.55 |
|
|
|
|
|
|
9549587 |
4.43 |
|
|
1461720 |
0.68 |
|
|
1439604 |
0.67 |
|
|
1260602 |
0.58 |
|
|
37600 |
0.02 |
|
|
140202 |
0.07 |
|
|
1200 |
0.00 |
|
|
37357246 |
17.32 |
|
Total Public
shareholding (B) |
120366838 |
55.81 |
|
Total (A)+(B) |
215653439 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
215653439 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Chain of Departmental Stores |
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Products : |
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PRODUCTION STATUS (As on: 30.06.2011)
|
Particulars |
Licensed
Capacity |
Installed
Capacity |
Actual
Production |
|
Apparels |
NA |
418 |
0.13* |
|
|
|
|
|
Note:
*includes job work done by third parties.
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
||||||||||||||||||||||||||||||||||
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Bankers : |
·
Bank of India ·
Axis Bank Limited ·
Andhra Bank ·
Corporation Bank ·
HDFC Bank Limited ·
IDBI Bank ·
State Bank of Travancore ·
UCO Bank ·
Standard Chartered Bank ·
The Federal Bank Limited ·
Union Bank of India ·
Bank of Baroda ·
Allahabad Bank |
||||||||||||||||||||||||||||||||||
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Facilities : |
(Rs.
In Millions)
a) Non-Convertible
Debentures (NCDs): NCDs of Rs. 7000.000 Millions (2011 Rs. 7000.000 Millions) are secured by First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders), carries coupon rate of 11.50% per annum and are redeemable at par, in one or more installments as Rs. 250 Millions in calendar year 2014, Rs. 1250.000 Millions in 2015, Rs. 2250.000 Millions in 2016 and Rs. 1000.000 Millions in 2017. NCDs of Rs. 2250.000 Millions (2011 NIL) are secured by Pledge of shares of subsidiary companies, carries coupon rate of 12.10% per annum and are redeemable at par, in one or more installments as Rs. 225.000 Millions in calendar year 2014, Rs. 225.000 Millions in 2015, Rs. 675.000 Millions in 2016 and Rs. 1125.000 Millions in 2017. b) Term Loan from
Banks: i) Term Loans of Rs. 2997.500 Millions (2011 Rs. 3581.500 Millions) are secured by (a) First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders). (b) Second Pari passu charge on the Current Assets. ii) Term Loans of Rs. 1180.300 Millions (2011 Rs. 780.600 Millions) are secured by First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders). iii) Term Loans of Rs. 3637.700 Millions (2011 NIL) are secured by (a) First Pari- Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders). (b) First charge on Future Credit/Debit card receivables of "Pantaloon Megastores" through escrow mechanism. iv) Term Loans of Rs. 294.300 Millions (2011 Rs. 787.300 Millions) are secured by Third Pari Passu charge on Fixed Assets and Current Assets. v) Term Loans of Rs. 2263.900 Millions (2011 NIL) are secured by (a) Residual Charge on Fixed Assets and Current Assets. (b) First charge on Future Credit/Debit card receivables of "Pantaloon Megastores" through escrow mechanism. vi) Term Loans of Rs. 1935.800 Millions (2011 Rs. 749.500 Millions) are secured by Residual Charge on Fixed Assets and Current Assets. vii) Term Loans of Rs. 7756.700 Millions are secured by personal guarantee of promoter directors. viii) Term Loans are repayble as follows: Rs. 2054.300 Millions in calendar year 2014, Rs. 1582.700 Millions in 2015, Rs. 1667.400 Millions in 2016, Rs. 1889.200 Millions in 2017, Rs. 2011.400 Millions in 2018 and Rs. 89.200 Millions in 2019. ix) Weighted average rate of interest on the Term Loans is 12.96 % x) Term Loans of Rs. 748.900 Millions (2011: NIL) are secured by a) Subservient charge on Fixed Assets and Current Assets b) Mortgage of immovable property, corporate guarantee and pledge of certain investments held by associate company and personal guarantee of promoter directors. xi) Working Capital Loans of Rs. 4300.400 Millions (2011: Rs. 3835.400 Millions) are secured by (a) First Pari-Passu Charge on Current Assets (excluding credit/ debit card receivables) (b) Second Pari Passu charge on Credit / Debit Card Receivables of all the Stores (c) Second Pari Passu Charge on the fixed Assets. |
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Banking
Relations : |
-- |
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|
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|
Statutory Auditors : |
|
|
Name : |
NGS and Company LLP Chartered Accountants |
|
|
|
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Risk Advisors : |
Ernst and Young Private Limited |
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Subsidiary
Companies : |
· Futurebazaar India Limited · Future Knowledge Services Limited · Future Media (India) Limited · Future Agrovet Limited · Future Supply Chain Solutions Limited · FSC Brand Distribution Services Limited · Future Value Retail Limited · Future Learning and Development Limited · Home Solutions Retail (India) Limited · Future Freshfoods Limited · Winner Sports Limited · Future E-Commerce Infrastructure Limited · Future Lifestyle Fashions Limited (Formerly known as Future Value Fashion Retail Limited) (w.e.f. May 31, 2012) · Splendor Fitness Private Limited (till June 29, 2012) · Capital First Limited (Formerly known as Future Capital Holdings Limited (till September 27, 2012)) · Future Capital Financial Services Limited (till September 27, 2012) · Future Finance Limited (till September 27, 2012) · Kshitij Investment Advisory Company Limited (till September 27, 2012) · Myra Mall Management Company Limited (till July 09, 2012) · FCH Securities and Advisors Limited (till June 02, 2012) · Future Capital Commodities Limited (till September 27, 2012) · Kshitij Property Solutions Private Limited (till November 30, 2011) · Future Hospitality Management Limited (till November 30, 2011) · Future Capital Investment Advisors Limited (till June 02, 2012) · Future Capital Home Finance Private Limited (till September 27, 2012) · Anchor Investment and Trading Private Limited (till September 27, 2012) · Nuzone Ecommerce Infrastructure Limited · Future Home Retail Limited (Formerly known as Nuzone Electronics Limited) · Future Capital Securities Limited (till September 27, 2012) |
|
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|
Associates : |
Galaxy Entertainment Corporation Limited |
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|
|
|
Joint Ventures : |
· Apollo Design Apparel Parks Limited · Future Generali India Insurance Company Limited · Future Generali India Life Insurance Company Limited · Goldmohur Design and Apparel Park Limited · Integrated Food Park Private Limited · Sprint Advisory Services Private Limited · Shendra Advisory Services Private Limited · Staples Future Office Products Private Limited |
|
|
|
|
Enterprises over
which Key Management Personnel are able to exercises significant influence : |
· Asian Retail Lighting Limited · ESES Commercial Private Limited · Fashion Global Retail Limited · Future Corporate Resources Limited · Future Human Development Limited · Future Ideas Company Limited · Future Outdoor Media Solutions Limited · Future Ventures India Limited · S.J Retail Private Limited · Bansi Mall Management Company Private Limited |
CAPITAL STRUCTURE
As on: 31.12.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
450000000 |
Equity Shares |
Rs.2/- each |
Rs.900.000 Millions |
|
50000000 |
Equity Shares of Class B (Series -1) |
Rs.2/- each |
Rs.100.000 Millions |
|
3000000 |
0.01% Compulsorily Convertible Preference Shares |
Rs.100/- each |
Rs.300.000 Millions |
|
|
|
|
|
|
|
Total |
|
Rs.1300.000
Millions |
Issued
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
215664839 |
Equity Shares |
Rs.2/- each |
Rs.431.300 Millions |
|
15929152 |
Equity Shares of Class B (Series -1) |
Rs.2/- each |
Rs.31.900 Millions |
|
|
|
|
|
|
|
Total |
|
Rs.463.200 Millions
|
Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
215653439 |
Equity Shares |
Rs.2/- each |
Rs.431.300 Millions |
|
15929152 |
Equity Shares of Class B (Series -1) |
Rs.2/- each |
Rs.31.900 Millions |
|
|
|
|
|
|
|
Total |
|
Rs.463.200 Millions |
Reconciliation of
Number of Shares
|
Equity Share of Rs.
2/-each |
Equity Shares |
|
|
As at December 31,
2012 |
|
Particulars |
Number of Shares |
|
Opening Balance |
201142539 |
|
Shares Issued |
8163265 |
|
Shares Issued on Conversion of Preference Shares |
6347635 |
|
Closing Balance |
215653439 |
|
Equity Share of Rs. 2/-each |
Equity Shares of Class B (Series-1) |
|
|
As at December 31, 2012 |
|
Particulars |
Number of Shares |
|
Opening Balance |
15929152 |
|
Shares Issued |
- |
|
Closing Balance |
15929152 |
0.01% Compulsorily
Convertible Preference Shares of Rs. 100/-each
|
|
Preference Shares |
|
|
As at December 31, 2012 |
|
Particulars |
Number of Shares |
|
Opening Balance |
63,47,635 |
|
Converted into Equity Shares |
63,47,635 |
|
Closing Balance |
- |
(ii) Terms/Rights Attached to Equity Shares
The company has equity shares having a par value of Rs. 2/- per share at the Balance Sheet Date. Equity Shares have been further classified in to Equity Shares carrying normal voting and dividend rights (Ordinary Shares) and Equity Shares carrying differential voting and dividend rights {Class B (Series-1) Shares}.
Each holder of Ordinary Shares, is entitled to one vote per member in case of voting by show of hands and one vote per Ordinary Shares held in case of voting by poll/ballot. Each holder of Equity Share is also entitled to normal dividend (including interim dividend, if any) as may declared by the company.
Each holder of Class B (Series -1) Shares, is entitled to one vote per member in case of voting by show of hands and three vote per four Class B (Series-1) shares held in case of voting by poll/ballot. Each holder of Class B (Series -1) Share is also entitled to 2% additional dividend in addition to normal dividend (including interim dividend, if any) as may declared by the company. Further, the Company may declare dividend only for Class B (Series-1) Share upto 2% without declaring any dividend for Equity Shares.
All other rights would be same for both classes of Equity Shares.
The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General Meeting.
In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distributions will be in proportion to the number of equity shares held by shareholder.
(iii) Term of Conversion/Redemption of Preference Shares 6347635 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 100/-each fully paid up aggregating to Rs. 634.800 Millions were issued under the scheme of arrangement during the year ended June 30, 2010. These shares have been converted into equity shares of Rs. 2/- each at a premium of Rs. 98/- per share on July 31, 2011.
(iv) The Company does not have any Holding Company.
(v) Shares in the
Company held by each shareholder holding more than 5 percent shares and number
of Shares held are as under
|
|
As at December 31, 2012 |
|
|
Name of Shareholder |
No. of Shares Held |
% of Holding |
|
Equity Shares |
|
|
|
Future Corporate Resources Limited |
82032726 |
38.04 |
|
PIL Industries Limited |
12111692 |
5.62 |
|
ARISAIG Partners (Asia) PTE Limited A/c arisaig India Fund Limited |
20137118 |
9.34 |
|
Bennett, Coleman and Company Limited |
12566477 |
5.83 |
|
|
|
|
|
Class B (Series -1)
Shares |
|
|
|
Future Corporate Resources Limited |
- |
- |
|
PIL Industries Limited |
2927885 |
18.38 |
|
Manz Retail Private Limited |
971756 |
6.10 |
|
Birla Sun Life Insurance Company Limited |
- |
- |
|
Gargi Developers Private Limited |
2800000 |
17.57 |
(vi) Pursuant to the provisions of Section 206A of the Companies Act, 1956, the issue of 11400 equity shares is kept in abeyance
(vii)Shares allotted as fully paid up without payment received in cash (during 5 years preceding December 31 2012)
a. Allotted 15929152 Equity Shares of Class B (Series - 1) as fully paid-up bonus shares by utilisation of Securities Premium reserve.
b. Allotted 5928818 Equity Shares of Rs. 2/- each and 6347635, 0.01% CCPS of Rs. 100/- each as fully paid up pursuant to Scheme of Arrangement.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.12.2012 18 Months |
30.06.2011 |
30.06.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
463.200 |
1069.000 |
412.300 |
|
|
2] Share Application Money |
0.000 |
0.000 |
646.600 |
|
|
3] Reserves & Surplus |
32762.300 |
26712.300 |
25274.800 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
5] Equity Warrants |
0.000 |
1000.000 |
1228.800 |
|
|
NETWORTH |
33225.500 |
28781.300 |
27562.500 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
23593.500 |
16758.900 |
12360.300 |
|
|
2] Unsecured Loans |
462.500 |
4972.300 |
1501.900 |
|
|
TOTAL BORROWING |
24056.000 |
21731.200 |
13862.200 |
|
|
DEFERRED TAX LIABILITIES |
949.900 |
870.500 |
724.300 |
|
|
OPTIONALLY FULLY CONVERTIBLE DEBENTURES |
8000.000 |
-- |
-- |
|
|
|
|
|
|
|
|
TOTAL |
66231.400 |
51383.000 |
42149.000 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
22833.100 |
14670.300 |
11221.500 |
|
|
Capital work-in-progress |
2097.300 |
1001.300 |
596.800 |
|
|
|
|
|
|
|
|
INVESTMENT |
22802.300 |
22554.100 |
20029.100 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
21402.400
|
17622.000
|
12706.700
|
|
|
Sundry Debtors |
1650.100
|
1852.400
|
1235.700
|
|
|
Cash & Bank Balances |
555.300
|
857.700
|
1005.400
|
|
|
Other Current Assets |
138.700
|
13.600
|
13.400
|
|
|
Loans & Advances |
14550.000
|
4775.600
|
4216.800
|
|
Total
Current Assets |
38296.500
|
25121.300
|
19178.000 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditor |
8100.200
|
6502.900
|
4464.900
|
|
|
Other Current Liabilities |
11309.100
|
5161.900
|
4169.300
|
|
|
Provisions |
388.500
|
299.200
|
242.200
|
|
Total
Current Liabilities |
19797.800
|
11964.000
|
8876.400 |
|
|
Net Current Assets |
18498.700
|
13157.300
|
10301.600
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
66231.400 |
51383.000 |
42149.000 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.12.2012 18 Months |
30.06.2011 |
30.06.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Sales and Operating Income |
69877.300 |
40974.300 |
59343.700 |
|
|
|
Other Income |
277.000 |
170.500 |
846.300 |
|
|
|
TOTAL (A) |
70154.300 |
41144.800 |
60190.000 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of Materials Consumed |
252.100 |
-- |
-- |
|
|
|
Purchases of Stock-in-Trade |
48151.100 |
-- |
-- |
|
|
|
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade |
(3959.300) |
-- |
-- |
|
|
|
Employee Benefit Expenses |
3363.100 |
-- |
-- |
|
|
|
Other Expenses |
14307.300 |
-- |
-- |
|
|
|
Exceptional Items |
(2566.000) |
-- |
-- |
|
|
|
Cost of Goods Sold |
-- |
26496.200 |
40625.300 |
|
|
|
Personal Cost |
-- |
2218.500 |
2795.800 |
|
|
|
Operating and other Expenses |
-- |
7922.300 |
10002.000 |
|
|
|
Exceptional Item |
-- |
0.000 |
129.300 |
|
|
|
TOTAL (B) |
59548.300 |
36637.000 |
53552.400 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
10606.000 |
4507.800 |
6637.600 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
4604.100 |
1891.200 |
2882.400 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
6001.900 |
2616.600 |
3755.200 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
3118.700 |
1463.700 |
1618.800 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
2883.200 |
1152.900 |
2136.400 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
150.600 |
365.400 |
372.500 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
2732.600 |
787.500 |
1763.900 |
|
|
|
|
|
|
|
|
|
|
EARLIER YEAR
INCOME TAX |
-- |
20.800 |
(31.700) |
|
|
|
|
|
|
|
|
|
|
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
5063.500 |
4959.800 |
3805.400 |
|
|
|
|
|
|
|
|
|
|
SHORT/
(EXCESS) PROVISION FOR DIVIDEND AND DIVIDEND TAX |
(8.500) |
(1.600) |
11.300 |
|
|
|
|
|
|
|
|
|
|
APPROPRIATIONS |
|
|
|
|
|
|
|
Debenture redemption reserve |
693.800 |
350.000 |
250.000 |
|
|
|
Transfer to General Reserve |
273.300 |
78.700 |
179.500 |
|
|
|
Proposed Dividend on Equity Shares |
255.400 |
202.700 |
171.300 |
|
|
|
Tax on proposed dividend |
41.400 |
32.900 |
29.100 |
|
|
|
Proposed Dividend on Preference Shares |
0.000 |
0.100 |
0.000 |
|
|
BALANCE CARRIED
TO THE B/S |
6540.700 |
5063.700 |
4959.800 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
851.300 |
466.200 |
607.400 |
|
|
TOTAL EARNINGS |
851.300 |
466.200 |
607.400 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
2.700 |
7.500 |
16.500 |
|
|
|
Capital Goods |
101.800 |
203.600 |
137.900 |
|
|
|
Stock in Trade |
1159.800 |
-- |
-- |
|
|
|
Finished Goods |
-- |
556.300 |
1264.700 |
|
|
|
Accessories and Others |
13.900 |
15.400 |
9.900 |
|
|
TOTAL IMPORTS |
1278.200 |
782.800 |
1429.000 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
|
|
|
|
|
Basic - Equity |
12.08 |
3.54 |
8.46 |
|
|
|
Class B Shares (Series 1) |
12.12 |
3.64 |
8.56 |
|
|
|
Diluted Equity |
12.08 |
3.44 |
8.21 |
|
|
|
Class B Shares (Series 1) |
12.12 |
3.54 |
8.31 |
|
KEY RATIOS
|
PARTICULARS |
|
31.12.2012 18 Months |
30.06.2011 |
30.06.2010 |
|
PAT / Total Income |
(%) |
3.90 |
1.91
|
2.93
|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
4.13 |
2.81
|
3.60
|
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
4.72 |
2.89
|
7.03
|
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.07 |
0.04
|
0.08
|
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.72 |
0.76
|
0.50
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.93 |
2.09
|
2.16
|
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 |
Yes |
|
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 |
Yes |
|
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 |
Yes |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
Yes |
|
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 |
Yes |
UNSECURED LOAN
(Rs. In Millions)
|
Particular |
As on 31.12.2012 |
|
Loans from Related Parties |
462.500 |
|
|
|
|
Total |
462.500 |
UNSECURED LOAN
(Rs. In Millions)
|
Unsecured Loan |
As on 30.06.2011 |
|
Debenture application money |
1450.000 |
|
From Banks |
3000.000 |
|
Short Term Loans from Banks |
0.000 |
|
Inter corporate deposits |
522.300 |
|
|
|
|
Total |
4972.300 |
REVIEW OF PERFORMANCE
The review is for the financial period of eighteen months pursuant to extension of the present accounting period by six months. They are pleased to inform you that the Retail business of the Company has been showing growth trend in spite of economy slowdown in entire retail industry during the financial period. The Company is now present in Lifestyle Retail segment and for the year recorded a good growth through increase in presence in various cities. Income from operations for the financial period were at Rs. 69877.300 Millions which was at Rs. 41014.800 Millions during the financial year of 2010-11. Profit Before Depreciation, Exceptional Items and Tax stood at Rs. 3435.900 Millions in during the financial period of 2011-12, which was at Rs. 2616.700 Millions in the previous year. PAT for the financial period was Rs. 2732.600 Millions, which was at Rs. 766.600 Millions in the previous year. As explained above, since the current financial period was of eighteen months, accordingly, the current financial period result is not comparable with the previous financial period, which was of twelve months. During the financial period 2011-12, the Company increased its retail presence from around 15 million square feet to approximately 16.5 million square feet space spread pan India basis.
Scheme of
Amalgamation between the Company and Future Value Retail Limited
During the period , the Board of Directors of the Company approved the amalgamation of Future Value Retail Limited (FVRL) with the Company pursuant to the Scheme under Sections 391-394 of the Companies Act, 1956 with effect from July 01, 2012. FVRL is wholly owned subsidiary of the Company having retail business formats like Big Bazaar, Food Bazaar etc. The Company is in process to file the application with the Hon’ble High Court of Bombay for its approval. However, the Scheme was subject to further review of the Board.
Scheme of Arrangement
between the Company and Aditya Birla Group
Pursuant to the approval of the members at the General Meeting held on May 30, 2012 the Company filed petition with the Hon’ble High Court at Bombay for demerger of Pantaloon Format Business to Peter England Fashions and Retail Limited, a Aditya Birla Group entity. The demerged undertaking comprises of Company’s business under the name “Pantaloons” together with all assets, liabilities, brands etc. attached to the said Brand. The Company has obtained all requisite approvals from NSE, BSE, CCI and shareholders of the Company and petition had been submitted in the Hon’ble High Court of Bombay and would be coming up for final hearing on March 01, 2013.
Composite Scheme of
Arrangement and Amalgamation between PRIL, FVIL, LEE, ILCL and FLFL
The Board of Directors at its meeting held on November 09, 2011 approved the composite scheme of arrangement and amalgamation between Indus-League Clothing Limited (ILCL), Lee Cooper (India) Limited (LEE), Future Ventures India Limited (FVIL), Pantaloon Retail (India) Limited (PRIL) and Future Lifestyle Fashions Limited (FLFL) under Sections 391-394 of the Companies Act, 1956. The Scheme provides for demerger of fashion business of ILCL and amalgamation of LEE into FVIL, demerger of fashion business of FVIL and PRIL into FLFL. Pursuant to the said Scheme becoming effective, the shareholders of FVIL and PRIL shall be allotted equity shares of FLFL in the ratio as mentioned in the Scheme. The Company has already filed the application with the Hon’ble High Court at Bombay which has directed to hold the shareholders’ meeting on March 04, 2013 for obtaining approval of the Scheme.
SUBSIDIARY COMPANIES
Home Solutions Retail
(India) Limited
Home Solutions Retail (India) Limited (HSRIL) was incorporated to operate in the home and hard goods consumption space. The Company has 66.86% stake in HSRIL. During the period ended on September 30, 2012 HSRIL registered total income of Rs. 45.000 Millions and net loss of Rs. 53.400 Millions.
Future Supply Chain
Solutions Limited
Future Supply Chain Solutions Limited (FSCSL) is designed to operate in the logistics, transportation, distribution and warehousing space. FSCSL provides solutions in the areas of integrated Supply Chain Management, warehousing, distribution and Multi-Modal transportation. The Company has 70.17% stake in FSCSL. FSCSL has warehousing space of 4 million square feet spread over all across India. The company is currently building large scale warehousing facilities and also increasing its presence in 3PL logistics solutions. During the period ended on September 30, 2012 FSCSL registered total income amounted to Rs. 5140.700 Millions and net loss stood at Rs. 87.000 Millions.
Future Agrovet
Limited
Future Agrovet Limited (FAL) is to strengthen
sourcing and distribution of staples and other food products for the Company.
FAL has sourcing and distribution bases at all key cities across the country.
The Company has 96.16% stake in FAL. During the period ended on September 30,
2012 FAL registered total income amounting to Rs. 16339.600 Millions and net
profit stood at Rs. 45.200 Millions.
Future Media (India)
Limited
Future Media (India) Limited (FMIL) is the Group’s media venture, aimed at creation of media properties in the ambience of consumption and thus offers active engagement to brands and consumers. FMIL offers relevant engagement through its media properties like Visual Spaces, Print, Radio, Television and Activation. The Company has 93.10% stake in FMIL. During the period ended on September 30, 2012 FMIL registered total income amounting to Rs. 572.700 Millions and net loss of Rs. 11.900 Millions.
Future E-Commerce
Infrastructure Limited
Future E-Commerce Infrastructure Limited (FECIL) is to capture the consumption space through the internet, as well as other technology based and digital modes and provide infrastructure services for the same. The Company has 72% stake in FECIL. During the period ended on September 30, 2012 FECIL registered total income amounting to Rs. 1126.000 Millions and net loss stood at Rs. 428.800 Millions.
Futurebazaar India
Limited
Futurebazaar India Limited (FBIL) is set up as the e-Retailing arm of the Future Group for providing on-line shopping experience through e-portal www.futurebazaar.com. The Company holds 100% in FBIL. FBIL is operating its e-retailing business and during the period ended on September 30, 2012 it has registered total income amounting to Rs. 365.700 Millions and net loss after tax stood at Rs. 67.000 Millions.
Future Knowledge
Services Limited
The Company holds 100% in Future Knowledge Services Limited which has a net loss of Rs. 39.200 Millions as on September 30, 2012.
Future Value Retail
Limited
Future Value Retail Limited (FVRL) is a wholly owned subsidiary of the Company and engaged in Value Retail Business under various formats like Big Bazaar, Food Bazaar etc. and other small formats in Value Retail Business. During the period ended December 31, 2012 FVRL registered total income amounting to Rs. 111215.500 Millions and net profit for the said financial period stood at Rs. 900.400 Millions. The Company has161 Big Bazaars at the close of financial period. Further, the Company has 43 Food Bazaars at the close of financial period. In addition to the above, other formats of FVRL also saw a good growth in terms of numbers as well as turnover.
Future Learning and
Development Limited
The Company holds 100% in Future Learning and Development Limited which has registered total income of Rs. 0.300 Millions During the period ended on September 30, 2012 with net loss of Rs. 17.600 Millions.
Future Lifestyle Fashions
Limited
Future Lifestyle Fashions Limited (FLFL) was incorporated on May 31, 2012 and is wholly owned subsidiary of the Company. With a view to dedicated focus on fashion business of the Company and Future Ventures India Limited (FVIL) comprising of Central, Brand Factory, Planet Sports etc., it is proposed to demerge these businesses to FLFL under the provisions of section 391-394 of the Companies Act, 1956. FLFL has not yet completed its first accounting year.
Future Home Retail
Limited (Formerly known as nuZone Electronics Limited)
Future Home Retail Limited (FHRL) has been created as subsidiary with the objective to transfer the retail electronic and consumer durable business from PRIL. During the period ended September 30, 2012 FHRL registered total income of Rs. 0.035 Million and net loss of Rs. 0.030 Million.
nuZone Ecommerce
Infrastructure Limited
nuZone Ecommerce Infrastructure Limited (NEIL) has been created as subsidiary with the objective to transfer the wholesale and sourcing business related to electronic and consumer durable business from PRIL. During the period ended September 30, 2012 NEIL registered total income of Rs. 0.035 Million and net loss of Rs. 0.016 Million.
Winner Sports Limited
Winner Sports Limited (WSL) is a wholly owned subsidiary of the Company. At present the WSL does not have any operating business and management is evaluating various business opportunities. During the period ended on September 30, 2012 WSL registered income from operations of Rs. 15.600 Millions and net loss of Rs. 0.050 Million.
Future Freshfoods
Limited
Future Freshfoods Limited (FFL) is a company which caters to the sourcing and supply of fresh food products to retail formats of the group. FFL is subsidiary of FVRL. FVRL holds 79.17% of equity capital in FFL. During the period ended on September 30, 2012 FFL registered total income amounting to Rs. 1186.100 Millions and net loss stood at Rs. 165.200 Millions.
FSC Brand
Distribution Services Limited
FSC Brand Distribution Services Limited (FSCBDSL) was incorporated to deal in the business of distribution services. The company has earned total income of Rs. 459.800 Millions and incurred net loss for Rs. 9.700 Millions during the period.
As required under the Listing agreement with the Stock Exchanges, the Company is mandatorily required to prepare the Consolidated Financial Statements, according to the applicable Indian Accounting Standards and reflects the financial position of all the subsidiary Companies of the Company. For the purposes of consolidation subsidiary accounts of eighteen months ended September 30, 2012 have been considered except for Future Value Retail Limited where financial account of eighteen months ended December 31, 2012 has been considered.
A statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary companies is given as an annexure to the Annual Report. Further the Board has passed resolution pursuant to the General Circular No. 2/2011 dtd February 08, 2011, issued by Ministry of Corporate Affairs, giving consent for not attaching the balance sheet of the subsidiary companies. The Company is publishing the consolidated financial statements of the holding company and all subsidiaries duly audited by its auditors, in compliance with the applicable accounting standards and listing agreement and a statement disclosing the necessary information regarding each of subsidiaries.
It is hereby confirmed that Annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall be available for inspection by any shareholders at Registered Office of the holding company and of the subsidiary companies concerned. Details of accounts of subsidiaries shall be furnished to any shareholder on demand.
JOINT VENTURES
Future Generali India
Life Insurance Company Limited
Future Generali India Life Insurance Company Limited (FGI-Life) is Company’s joint venture in the Life insurance sector. FGI-Life has introduced many insurance products to suit requirements of various categories of customers.
Future Generali India
Insurance Company Limited
Future Generali India Insurance Company Limited (FGI-Nonlife) is Company’s joint venture in the general insurance sector. FGI-Nonlife has introduced insurance products for various general insurance needs of the different categories of customers.
Apollo Design Apparel
Parks Limited and Goldmohur Design and Apparel Park Limited
The Company has entered into joint venture with NTC for the restructuring and development of the Apollo Mills and Goldmohur Mills situated in Mumbai. For the same two separate SPV companies have been created viz. Apollo Design Apparel Parks Limited (ADAPL) and Goldmohur Design and Apparel Park Limited (GDAPL). The ADAPL and GDAPL would be working forthe restructuring and development of the Apollo Mills and GoldMohur Mills respectively. During the period ADAPL made a total income of Rs. 2731.700 Millions and earned net profit of Rs. 76.200 Millions. Further during the year GDAPL made a total income of Rs. 2556.000 Millions and earned net profit of Rs. 76.600 Millions.
Staples Future Office
Products Private Limited
Staples Future Office Products Private Limited (SFOPPL) is designed to capture the consumption space of office supplies, office equipments and products. SFOPPL was formed as a joint venture between the Company and Staples Asia Investment Limited (a subsidiary of Staples Inc USA). During the period ended September 30, 2012 SFOPPL registered total income amounting to Rs. 3150.500 Millions and net loss stood at Rs. 598.500 Millions.
After the close of the financial period, the Company has acquired a part of the stake from Staples Asia Investment Limited by which SFOPPL became the subsidiary of the Company.
Integrated Food Park
Private Limited
Integrated Food Park Private Limited (IFPPL) is designed to capture the consumption space of food and aims to facilitate the establishment of strong food processing industries backed by an efficient supply chain, which would include collection centres, processing centres, cold chain infrastructures. The Company has received the approval
from the Government for setting up ‘Mega Food Park’ at Tumkur District in the State of Karnataka. IFPPL was formed as a joint venture between the Company, Capital Foods and Satva Developers Private Limited with 26% stake held by the company. IFPPL has not earned any income during the period ended September 30, 2012 since its project has yet not commenced. Net loss of IFPPL for the said period stood at Rs. 0.600 Millions.
Shendra Advisory
Services Private Limited
Shendra Advisory Services Private Limited (Shendra) is a SPV with respect to the Company’s insurance arm Future Generali India Insurance Company Limited. During the period ended on September 30, 2012 Shendra has registered a total income of Rs. 0.900 Millions and net loss of Rs. 6.800 Millions.
Sprint Advisory
Services Private Limited
Sprint Advisory Services Private Limited (Sprint) is a SPV with respect to the Company’s insurance arm Future Generali India Life Insurance Company Limited. During the period ended on September 30, 2012 Sprint has registered a total income of Rs. 0.150 Millions and net loss of Rs. 6.800 Millions.
MANAGEMENT DISCUSSION
AND ANALYSIS
OPERATIONAL OVERVIEW
The realignment of various verticals and lines of business to avoid duplication of costs, change of product mix at various formats to increase off take, change of format layouts to make it more appealing and increasing per sq. ft. contribution, were some of the key strategic moves taken by the organisation, which would start showing results from the current financial period.
In addition to above, the introduction of few internal controls measures and making operational people more accountable, for cost-effective results has also created awareness among employees to minimise costs of operations.
Further initiatives to improve customer experience and increase loyalty has ensured increase in business from existing customers through improvement in ticket size and frequency of customers. Around 14 million customers are now members of the company’s two cross-format loyalty programs – Payback and T24. The change in Big Bazaar’s positioning from, ‘Isse Sasta Aur Accha Kahin Nahin’ to ‘Naye India Ka Bazaar’ coupled with improvement in consumer experience and merchandize assortment and creation of a whole new positioning for the value fashion business through the FBB (Fashion at Big Bazaar) brand has brought back excitement and enthusiasm in the stores.
The Company has over a period of years have gained experience and specialised skill sets for its key categories of Fashion and Food along with the Home category that includes general merchandise, home improvement and consumer durables. Development of an appropriate mix in these categories remains critical to improve the gross margins and returns on capital employed in the business. The Company is also developing private branded products in fashion, food and general merchandise and increasing overall share of private brands in these categories and thereby realising higher profits due to better margins. Further, change of product mix as per the regional demands and introduction of specific products considering various factors such as region, festivals, seasons, fashion trends etc. also is resulting in better sales realisation.
With revised strategy, the business in the group is being consolidated under three verticals viz. Fashion, Food and Hypermarket Retail (including Home improvement). Further control of Group on essential support services such as Supply Chain Management, Training and Development, IT management, Media Services etc. ensures lesser dependence on external resources for critical business requirements. The Company continues to strive all its efforts to ensure better customer experience in various formats stores of the company, which would increase customer entry and higher conversion in sales.
CUSTOMER AND
MARKETING OVERVIEW
As explained above, the management efforts of the Company is to ensure increase in number of customer entry in various format stores of the Company and higher conversion of sales vis-a-vis entry of customers, thereby targeting maximum share of the consumption spent. The company is focussing on driving a higher rate of innovation in marketing and consumer engagement, coupled with improved analytics from its loyalty programs to better target its consumers in the most cost-effective manner.
During the year, the company’s flagship format, Big Bazaar was adjudged as the third Most Trusted Brand in the services category, in a consumer survey done by global market research firm, The Nielsen Company. Among the other brands in the top five were Airtel, Vodafone, State Bank of India and BSNL.
BUSINESS OUTLOOK
During the year, the Company has taken multiple steps towards divestment of non-core assets and building a focussed retail organization. Within its retail business, a number of initiatives focussing on increasing efficiency and productivity of stores, an appropriate merchandize mix, streamlined supply chain and distribution, increased investments in technology, customer engagements, loyalty programs and improving the customer experience, has started to show results.
The same stores sales growth has begun to show an improving trend and so has the gross margins in the business. Key costs too have shown a downward movement during the year. The Company expects each of these trends to gather momentum. However, with its nature of business and the scale and size that it operates, the Company’s performance is intricately linked to the external environment.
The management is cautiously optimistic towards the external economic environment and expects consumer demand to become more consistent and robust in the forthcoming financial year. An improved economic environment is expected to not only help the Company continue to improve upon the trends mentioned above, but will also help reduce the inventory days in the business and also give the confidence to pursue a higher rate of expansion through new store openings in existing and new consumption centers.
AWARDS AND
RECOGNITIONS
Rural Marketing
Association of India’s (RMAI) Corporate Awards 2012
Best marketing communication towards women, youth and children – Future Learning
2012
Brand Equity Most
Trusted Brands 2012
Big Bazaar Ranked No. 3 as The Most Trusted Brand and Is the Most Trusted Retailer of The Year for Top Service
Retail Asia Pacific
Top 500 2012
Future Value Retail Won Gold in Top 10 Retailers Award, India Pantaloon Retail India Received Certificate of Distinction in Top 10 Retailers Award, India
Star Retailer Awards
2012
Retailer of the Year 2012 – Future Group. Most Valued Retailer – KBFP
Asia Recognition
Award 2012
Highest Sale in Asia by VF Corporation – Central
Images Fashion Awards
(IFA) 2012
Reliance Performance Award for Best Performing Partner – Indus League
CISO Award 2012
Future Group was felicitated for using Information security technology in the most effective and innovative manner
Golden Spoon Awards
2012
Most Admired Food and Grocery Retailer of the Year for its Private Labels in Big Bazaar – Future Group
Retail Professional of the Year for innovation in Private Brands- Mr. Devendra Chawla, President – Food and FMCG Category
Images Fashion Awards
(IFA) 2012
Most Admired Private Label Retailer – Pantaloons
ET Retail Awards 2012
FedEx Most Trusted Retailer of the Year Award – Big Bazaar TRRAIN Retail Employee of the Year Award – Mr. Jitendra Kalyani, Big Bazaar
Recognition by CMO
Council, USA and CMO Asia
Master Brand Award - Future Supply Chains
Retail Icon of the Year- Mr. Anshuman Singh, MD and CEO, Future Supply Chains
Bloomberg UTV
B-School Excellence Award
Best educational institute in Retail- Future Innoversity
CONTINGENT
LIABILITIES
(Rs. In Millions)
|
Particular |
2011-12 |
2010-11 |
|
A. Claims against
the Company not acknowledged as debts |
|
|
|
i) Value Added Tax Act / Income Tax Act |
51.800 |
Nil |
|
ii) Others |
495.600 |
267.800 |
|
B. Corporate Guarantees given to banks and Financial Institutions on behalf of Group Companies |
3035.900 |
8590.700 |
FIXED ASSETS
Tangible Assets
· Freehold Land
· Leasehold Land
· Building
· Leasehold Improvements
· Plant and Equipments
· Office Equipments
· Computers
· Furniture and Fittings
· Electrical Installations
· Vehicles
Intangible Assets
·
Computer Software
AS PER WEBSITE DETAILS
PRESS RELEASE
PANTALOON RETAIL
SELLS PART STAKE IN INSURANCE BIZ, SHRS UP
March 11, 2013, 02.05
PM IST
Pantaloon Retail (India) (PRIL) moved up more than 2.5 percent in early trade on Monday as the company sold partial stake in insurance business.
Pantaloon entered into share purchase agreement (SPA) with Industrial Investment Trust Limited (IITL) to sell its part holding in Future General India Life insurance Company Limited (FGILICL) representing 22.5 percent of the equity share capital of FGILICL.
"Post this transaction, Future Group consisting of PRIL and Sprint Advisory Services Private Limited shall continue to hold 52 percent shares in FGILICL with the other shareholders being Participatie Maatschappij Graafschap Holland NV (which is a subsidiary of Assicuranzioni Generali S.P.A) and IITL," the company said in its release sent to exchanges.
CNBC-TV18 learnt from sources that Pantaloon will sell 22.5 percent in Future Generali for over Rs.3000.000 Millions.
IITL is an investment Company duly registered as a non-banking financial company (non deposit taking) with the Reserve Bank of India and is listed on the BSE Limited and the National Stock Exchange of India Limited.
At 10:55 hours IST, Pantaloon's shares moved up 2.28 percent to Rs 188.65 on Bombay Stock Exchange.
In the previous trading session too, the stock rose 3 percent to close at Rs 184.45.
Sub : Update on the Scheme of Arrangement and determining Record Date for entitlement to receive Equity shares of Peter England Fashions and Retail Limited
Ref : Scheme of Arrangement between Pantaloon Retail (India) Limited (PRIL or Demerged Company) and Peter England Fashions and Retail Limited (PEFRL or Resulting Company) and their respective shareholders and creditors and Indigold Trade and Services Limited, as a shareholder of Resulting Company
This is further to our letter dated March 1, 2013 about approval of the Scheme of Arrangement between Pantaloon Retail (India) Limited (PRIL or Demerged Company) and Peter England Fashions and Retail Limited (PEFRL or Resulting Company) and their respective shareholders and creditors and Indigold Trade and Services Limited as a shareholder of Resulting Company (Scheme), by the Hon'ble High Court of Judicature at Bombay.
All the eligible shareholders of the Company as on the record date i.e. 18 April 2013 will receive the Equity Share of Peter England Fashions and Retail Limited in the following manner;
• "1 (One) fully paid Equity Share of Rs.10 (Rupees Ten Only) each of PEFRL shall be issued and allotted for every 5 (Five) Equity Shares of Rs.2 (Rupees Two) each held in the Company.
• 1 (One) fully paid Equity Share of Rs.10 (Rupees Ten Only) each of PEFRL shall be issued and allotted for every 5 (Five) Class B (Series 1) shares of Rs.2 (Rupees Two) each held in the Company.
Please note that fractional shares arising out of the above entitlement would be dealt with follows:
In case any Company Equity Shareholder/ Company DVR Shareholder has holding in the Demerged Company is such that it becomes entitled to a fraction of an equity share of the Resulting Company, the Resulting Company shall not issue fractional share certificates to such member but shall instead, at its absolute discretion, decide to take any or a combination of the following actions:
• Consolidate such fractions and issue consolidated shares to a trustee nominated by the Resulting Company in that behalf, who shall, at its discretion, tender the shares in the Open Offer or sell such shares and distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the shareholders respectively entitled to the same in proportion to their fractional entitlements;
• Round off all fractional entitlements to the next whole number above the fractional entitlement and issue such number of Securities to the relevant shareholder;
• Pay cash in lieu of Securities towards the fractional entitlements on the basis of Rs. 175/- (Rupees One Hundred Seventy Five) per share; or
• Deal with such fractional entitlements in such other manner as they may deem to be in the best interests of the shareholders of the Demerged Company and the Resulting Company.
FUTURE GROUP DEMERGES
PANTALOONS RETAIL FORMAT FROM FLAGSHIP COMPANY ADITYA BIRLA NUVO TO INVEST IN
PANTALOONS FORMAT
Mumbai, April 30, 2012: Future Group today announced the intent to execute a full demerger of Pantaloons retail format from Pantaloon Retail India Limited [PRIL]. On completion of the demerger process, subject to necessary and statutory approvals, the demerged entity will be automatically listed in the National Stock Exchange and The Stock Exchange, Bombay.
The Pantaloons format, launched in 1997, has over the years become the leading fashion retail format in the country with 65 stores in 35 cities, along with the reverse logistics chain Pantaloons Factory Outlet that has 21 stores. These operate through a combined retail space of over 2 million square feet.
The business is expected to post a turnover of around Rs.17000.000 Millions by the end of the financial year in June 2012. In the medium term, the format is expected to add 20 stores annually and reach out to a larger customer base in leading cities across the country.
Future Group also announced that the demerged entity, subject to necessary and statutory approvals, will invite an investment from Aditya Birla Nuvo Limited [ABNL]. ABNL will subscribe to debentures amounting to Rs.8000.000 Millions issued by PRIL. On completion of the demerger process, the debentures will convert into equity in the demerged entity of the Panatloons format. The existing shareholders of PRIL, including its promoters will continue to own shares in the demerged entity. Post demerger, the total debt of Pantaloon Retail will reduce by Rs.16000.000 Millions
Commenting on this development, Mr. Kishore Biyani, Founder and Group CEO, Future Group said, “We are honored to be associated with India’s pre-eminent and among the most respected business houses. We always had a great admiration and respect for the businesses developed by Madura Garments. This marks a unique coming together of brands and enterprise that will create significant value for customers, suppliers and all stakeholders.”
Mr. Rakesh Biyani and Mr. Kailash Bhatia will continue to manage the business. A Fashion Council, bringing in the leadership teams of Madura Garments and Future Group will aid and advise the management with the objective to fully leverage the strengths of Madura Garments and Pantaloons. Madura Fashion and Lifestyle is defined by its brands — Louis Philippe, Van Heusen, Allen Solly, Peter England and People — that personify style, attitude, luxury and comfort. These brands will join the reach, distribution and customer loyalty enjoyed by Pantaloons format across the country.
The Board of Directors of ABNL and PRIL has in principally approved the proposed transaction and it is subject to the finalization of the Scheme of Arrangement, due diligence and statutory and other approvals.
JM Financial acted as the sole financial advisor to the transaction.
Future Group
Future Group operates some of India’s most popular retail chains
including Pantaloons, Central, Big
Bazaar, Food Bazaar, Home Town and eZone and also has allied businesses
in consumer finance, life and non - life
insurance, logistics infrastructure and supply chain and brand development. The
group operates over 17 million square feet of retail space in over 90 cities
and towns and 60 rural locations across India. The group’s retail formats
connect over 300 million customers to over 30,000 small, medium and large
enterprises that supply products and services to its retail chains. Future
Group believes in developing strong insights on Indian consumers and building
businesses based on Indian ideas, as espoused in the group’s core value of
‘Indianness.’ The group’s corporate credo is, ‘Rewrite rules, Retain values
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 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 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.54.30 |
|
|
1 |
Rs.82.88 |
|
Euro |
1 |
Rs.70.80 |
INFORMATION DETAILS
|
Information Gathered
by : |
PDT |
|
|
|
|
Report Prepared
by : |
VRN |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
4 |
|
PAID-UP CAPITAL |
1~10 |
3 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
5 |
|
--PROFITABILIRY |
1~10 |
4 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT LINES |
1~10 |
3 |
|
--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 |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
33 |
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.