MIRA INFORM REPORT
|
Report Date : |
05.07.2013 |
IDENTIFICATION DETAILS
|
Name : |
FUTURE VALUE RETAIL LIMITED (w.e.f. 16.11.2009) |
|
|
|
|
Formerly Known
As : |
PANTALOON FUTURE VENTURES LIMITED |
|
|
|
|
Registered
Office : |
Knowledge House, Shyam Nagar, |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.12.2012 |
|
|
|
|
Date of
Incorporation : |
11.06.2007 |
|
|
|
|
Com. Reg. No.: |
11-171524 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 665.000 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U52100MH2007PLC171524 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMF05801F |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAECP3041P |
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|
|
|
Legal Form : |
A Closely Held Pubic Limited Liability Company |
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|
|
Line of Business
: |
Retail Chain Business of Food and Other Items. |
|
|
|
|
No. of Employees
: |
Above 500 [Approximately] |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (54) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 49250000 |
|
|
|
|
Status : |
Good |
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|
|
|
Payment Behaviour : |
Regular |
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|
Litigation : |
Clear |
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|
Comments : |
Subject is a subsidiary of “Future Retail Limited” (as on December, 2012).
It is an established company having fine track record. The company is under a massive restructure process. Presently the available
for review are for 18 months (i.e. July 2011 to December 2012) The company continues to derive strength from its parent company and
its experienced need promoters and management team Trade relations are fair. Business is active. Payments terms are
regular The company can be considered normal for business dealings at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
Long term bank facilities: A |
|
Rating Explanation |
Adequate degree of safety and low credit
risk. |
|
Date |
June 21, 2013 |
|
Rating Agency Name |
CARE |
|
Rating |
Short term bank facilities: A1 |
|
Rating Explanation |
Very short degree of safety and lowest
credit risk. |
|
Date |
June 21, 2013 |
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 PARTED BY
|
Name : |
Mr. Rahul |
|
Designation : |
Accounts Department |
|
Contact No.: |
91-22-61190000 |
LOCATIONS
|
Registered Office / Zonal Office 1 : |
Knowledge House, Shyam Nagar, |
|
Tel. No.: |
91-22-30841300 / 67840400 |
|
Fax No.: |
91-22-66442222 / 67840400 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Head Office : |
Future Retail Home Office, 247, Park Tower C, 9th Floor,
LBS Marg, Vikhroli (West), Mumbai-400079, Maharashtra, India |
|
Tel No.: |
91-22-6119000 |
|
|
|
|
Zonal Office 2 : |
Plot No.82, Sector-32, Gurgaon, Haryana, India |
|
Tel No.: |
91-124-44641000 |
|
E-mail: |
|
|
Website: |
|
|
|
|
|
Branch Offices : |
Located At:
|
DIRECTORS
As on: 21.03.2013
|
Name : |
Mr. Chandra Prakash Toshniwal |
|
Designation : |
Director |
|
Address : |
Kanishka, Great
Eastern Link, Ram Mandir Road, Goregaon (West), Mumbai – 400 062,
Maharashtra, India |
|
Date of Birth/Age : |
20.09.1966 |
|
Date of Appointment : |
11.06.2007 |
|
DIN No. : |
00036303 |
|
|
|
|
Name : |
Mr. Rakesh Biyani |
|
Designation : |
Director |
|
Address : |
304, Jeevan Vihar, Manav Mandir Road, Malabar Hill, Mumbai-400006,
Maharashtra, India |
|
Date of Appointment : |
10.02.2012 |
|
DIN No. : |
00005806 |
|
|
|
|
Name : |
Mr. Vivek Biyani |
|
Designation : |
Director |
|
Address : |
304, Jeevan Vihar, Manav Mandir Road, Malabar Hill, Mumbai-400006,
Maharashtra, India |
|
Date of Appointment : |
06.01.2011 |
|
DIN No. : |
01977838 |
|
|
|
|
Name : |
Mr. Vijay Kumar Chopra |
|
Designation : |
Nominee director |
|
Address : |
Flat No. 4A, 4th Floor, Harmony Tower, Dr. E. Moses Road,
Worli, Mumbai – 400018, Maharashtra, India |
|
Date of Appointment : |
09.11.2012 |
|
DIN No. : |
02103940 |
KEY EXECUTIVES
|
Name : |
Mr. Kuldeep R Sharma |
|
Designation : |
Secretary |
|
Address : |
601/A, Shiv
Parvati, Chincholi Bunder Road, Malad(West), Mumbai – 400064, Maharashtra, India |
|
Date of Appointment : |
15.11.2010 |
|
PAN No. : |
AAFPS9218R |
|
|
|
|
AUDIT
COMMITTEE: |
|
|
Name : |
Mr. C P Toshniwal |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Rakesh Biyani |
|
Designation : |
Member (w.e.f. 10 February 2012) |
|
|
|
|
Name : |
Mr. Vivek Biyani |
|
Designation : |
Member (w.e.f. 25 February 2013) |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 21.03.2013
|
Names of Shareholders |
No. of Shares |
|
Future Retail Limited (Formally Known as Pantaloon Retail (India)
Limited), India |
66499906 |
|
Future Retail Limited, India Jointly with Rajesh Kalyani |
1 |
|
Future Retail Limited, India Jointly with Chandra Prakash Toshniwal |
1 |
|
Future Retail Limited, India Jointly with Sanjay Rathi |
1 |
|
Future Retail Limited, India Jointly with Dinesh Maheshwari |
1 |
|
Future Retail Limited, India Jointly with Vimal Dhurve |
1 |
|
Future Retail Limited, India Jointly with Milind Budhakar |
1 |
|
|
|
|
Total
|
66499912 |
As on: 21.03.2013
Equity Share Break up (Percentage of Total Equity)
|
Category |
Percentage |
|
Bodies corporate |
100.00 |
|
Total |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Retail Chain Business of Food and Other Items. |
|
|
|
|
Product : |
Apparels and Household |
|
|
|
|
Brand Names : |
BIG BAZAAR |
|
|
|
|
Terms : |
|
|
Selling : |
Cash and Credit |
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|
|
|
Purchasing : |
Cash and Credit |
GENERAL INFORMATION
|
Customers : |
Retailers and End Users |
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No. of Employees : |
Above 500 [Approximately] |
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Bankers : |
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Facilities : |
NOTE: 1) SECURED LONG TERM BORROWINGS a) Non-convertible debentures: -NCDs of Rs.
5000.000 Millions (2011: Rs. 5000.000 Millions) are secured by First
Pari-Passu Charge on Fixed Assets (excluding specific fixed assets charged in
favour of exclusive charge lenders), carries coupon of 11.50% per annum and
are redeemable at par in two equal installments of Rs. 2500.000 Millions each
in the year 2015 and 2016. b) Term Loan
from Banks: 1) Security i) Term Loans of
Rs. 2777.300 Millions (2011: Rs. 3757.200 Millions) are secured by (a) First
Pari-Passu Charge on Fixed Assets (excluding specific fixed assets charged in
favour of exclusive charge lenders) (b) First Pari-Passu Charge on
Credit/Debit Card Receivables of all the stores (c) Second Pari-Passu Charge
on Current Assets. ii) Term Loans
of Rs. 3093.500 Millions (2011: Nil) are secured by (a) First Pari-Passu
Charge on Fixed Assets (b) First Pari Passu charge on escrowed Credit and
Debit card receivables of specific Big Bazaar stores iii) Term Loans
of Rs. 999.400 Millions (2011: Rs. 817.500 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 Current Assets excluding Deposits. iv) Term Loans
of Rs. 1673.500 Millions (2011: Nil) are secured by (a) Residual charge on
Fixed Assets and Current Assets (b) First Pari-Passu Charge on escrowed
Credit and Debit card receivables of specific Big Bazaar stores. v) Term Loans of
Rs. 3335.800 Millions (2011: Rs. 2694.700 Millions) are secured by First
Pari-Passu Charge on Fixed Assets (excluding specific fixed assets charged in
favour of exclusive charge lender) vi) Term Loans
of Rs. 369.200 Millions (2011: Nil) are secured by Pari-Passu First charge on
movable fixed assets (present and future) of the stores (excluding specific
fixed assets charged in favour of exclusive charge lenders) vii) Term Loans
of Rs. 999.800 Millions (2011: Nil) are secured by Residual charge on Fixed
Assets and Current Assets (viii) Term
Loans of Rs. 655.400 Millions (2011: Rs. 655.500 Millions) are secured by
Third Pari-Passu Charge on Fixed and Current Assets (ix) Term Loam
of Rs. Nil (2011: Rs. 137.900 Millions) are secured by exclusive charge on
specific fixed assets. 2) Effective rate of interest of the above Long Term loan from Banks
varies from 9.50% to 14.21% per annum 3) The above stated term loans are repayable as: Rs. 225.81 Millions
(2013), Rs. 2654.400 Millions (2014), Rs. 3161.000 Millions (2015), Rs.
2111.400 Millions (2016), Rs. 2644.900 Millions (2017) and Rs. 1074.200
Millions (2018) 4) Term Loans of Rs. 6422.300 Millions are secured by personal
guarantee of promoter directors of holding company. 2) SECURED SHORT
TERM LOANS FROM BANKS a) Term Loan
from Banks 1) Security i) Term Loans of
Rs. 1750.000 Millions (2011: Nil) are secured by Residual Charge on fixed
assets and current assets. ii) Term Loans of
Rs. 1499.600 Millions (2011: Nil) are secured by Subservient Charge on
current assets. iii) Term Loans
of Rs. 500.000 Millions (2011: Nil) are secured by Subservient Charge on
fixed assets and current assets iv) Term Loans
of Rs. 749.600 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. 2) The average rate of interest of Short Term loan from Banks varies
from 12.50% to 13.50% 3) Term Loans of Rs. 3999.200 Millions are secured by personal
guarantee of promoter directors of Pantaloon Retail (India) Limited. b) Working
Capital Loan from Banks 1) Working
Capital Loans of Rs. 6689.900 Millions (2011: Rs. 3882.300 Millions) are
secured by (A) First Pari-Passu Charge on entire 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. * The
inter-corporate deposits carries an interest rate of 10.50% per annum |
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
NGS and Company LLP Chartered Accountants |
|
Address : |
B-46, 3rd Floor, Pravasi Industrial Estate, |
|
PAN No. : |
AABFS3313D |
|
|
|
|
Holding Company : |
Future Retail Limited, India (Formally Known as Pantaloon Retail
(India) Limited) CIN No.: L52399MH1987PLC044954 |
|
|
|
|
Subsidiaries |
CIN No.: U01403MH2010PLC201760 |
|
|
|
|
Associates : |
CIN No.: L51900MH1981PLC024988 |
|
|
|
|
Fellow Subsidiaries : |
CIN No.: U51109MH2008PLC189032
CIN No.: U15100MH2005PLC152599
CIN No.: U52399MH2007PLC171178
CIN No.: U74300MH2006PLC160375
CIN No.: U63030MH2006PLC160376
CIN No.: U93020MH2006PTC166332 (Till 29 June, 2012)
CIN No.: U52100MH2012PLC231654
CIN No. :
L29120MH2005PLC156795 |
CAPITAL STRUCTURE
As on: 31.12.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
100000000 |
Equity Shares |
Rs.10/- each |
Rs.1000.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
66499912 |
Equity Shares |
Rs.10/- each |
Rs. 665.000 Millions |
|
|
|
|
|
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.12.2012 (18 Months) |
30.06.2011 (12 Months) |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
665.000 |
665.000 |
|
(b) Reserves & Surplus |
|
11648.900 |
10748.600 |
|
(c) Money
received against share warrants |
|
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending
allotment |
|
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
|
12313.900 |
11413.600 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
|
23495.900 |
21303.000 |
|
(b) Deferred tax liabilities (Net) |
|
1241.200 |
780.000 |
|
(c) Other long term
liabilities |
|
2550.000 |
0.000 |
|
(d) long-term
provisions |
|
52.600 |
71.000 |
|
Total Non-current
Liabilities (3) |
|
27339.700 |
22154.000 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a) Short
term borrowings |
|
11334.200 |
3882.300 |
|
(b) Trade
payables |
|
8977.500 |
8216.700 |
|
(c) Other
current liabilities |
|
3852.900 |
2792.000 |
|
(d) Short-term
provisions |
|
103.400 |
153.500 |
|
Total Current
Liabilities (4) |
|
24268.000 |
15044.500 |
|
|
|
|
|
|
TOTAL |
|
63921.600 |
48612.100 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a) Fixed
Assets |
|
|
|
|
(i)
Tangible assets |
|
20284.100 |
14618.100 |
|
(ii)
Intangible Assets |
|
1054.800 |
1319.800 |
|
(iii)
Capital work-in-progress |
|
3316.200 |
2382.800 |
|
(iv)
Intangible assets under development |
|
0.000 |
0.000 |
|
(b) Non-current Investments |
|
00.200 |
97.600 |
|
(c) Deferred tax assets (net) |
|
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
|
6747.400 |
4845.700 |
|
(e) Other
Non-current assets |
|
0.000 |
0.000 |
|
Total Non-Current
Assets |
|
31402.700 |
23264.000 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
|
117.200 |
2.200 |
|
(b)
Inventories |
|
22304.700 |
18229.700 |
|
(c) Trade
receivables |
|
2179.900 |
2122.600 |
|
(d) Cash
and cash equivalents |
|
811.500 |
409.500 |
|
(e)
Short-term loans and advances |
|
7078.300 |
4545.400 |
|
(f) Other
current assets |
|
27.300 |
38.700 |
|
Total
Current Assets |
|
32518.900 |
25348.100 |
|
|
|
|
|
|
TOTAL |
|
63921.600 |
48612.100 |
|
SOURCES OF FUNDS |
|
|
30.06.2010 (15 Months) |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
|
665.000 |
|
|
2] Share Application Money |
|
|
0.000 |
|
|
3] Reserves & Surplus |
|
|
9618.600 |
|
|
4] (Accumulated Losses) |
|
|
0.000 |
|
|
NETWORTH |
|
|
10283.600 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
|
12976.300 |
|
|
2] Unsecured Loans |
|
|
2313.400 |
|
|
TOTAL BORROWING |
|
|
15289.700 |
|
|
DEFERRED TAX LIABILITIES |
|
|
563.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
26136.300 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
|
12070.300 |
|
|
Capital work-in-progress |
|
|
2240.700 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
2.400 |
|
|
DEFERREX TAX ASSETS |
|
|
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
|
11325.400 |
|
|
Sundry Debtors |
|
|
1475.000 |
|
|
Cash & Bank Balances |
|
|
634.800 |
|
|
Other Current Assets |
|
|
0.000 |
|
|
Loans & Advances |
|
|
6060.900 |
|
Total
Current Assets |
|
|
19496.100 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
|
3074.700 |
|
|
Other Current Liabilities |
|
|
4404.900 |
|
|
Provisions |
|
|
193.600 |
|
Total
Current Liabilities |
|
|
7673.200 |
|
|
Net Current Assets |
|
|
11822.900 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
26136.300 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.12.2012 (18 Months) |
30.06.2011 (12 Months) |
30.06.2010 (15 Months) |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
110362.200 |
69248.300 |
29917.100 |
|
|
|
Other Income |
86.700 |
37.700 |
11.000 |
|
|
|
TOTAL |
110448.900 |
69286.000 |
29928.100 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Purchases of stock-in-trade |
86626.500 |
58734.500 |
|
|
|
|
Changes in inventories
of finished goods, work-in-progress and stock-in-trade |
(4075.500) |
(6952.900) |
|
|
|
|
Employee benefit expense |
4125.200 |
2604.700 |
|
|
|
|
Exceptional Items |
(669.200) |
0.000 |
|
|
|
|
Other expenses |
15347.500 |
9679.300 |
|
|
|
|
TOTAL |
101354.500 |
64065.600 |
27646.700 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION |
9094.400 |
5220.400 |
2281.400 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES |
5140.400 |
2316.500 |
1030.300 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION |
3954.000 |
2903.900 |
1251.100 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
2592.400 |
1211.800 |
504.400 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX |
1361.600 |
1692.100 |
746.700 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
461.200 |
562.100 |
240.700 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX |
900.400 |
1130.000 |
506.000 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
1134.100 |
254.100 |
(1.900) |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Debenture Redemption Reserve |
NA |
250.000 |
250.000 |
|
|
BALANCE CARRIED
TO THE B/S |
NA |
1134.100 |
254.100 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Earnings in foreign currency through credit cards |
291.900 |
204.200 |
92.100 |
|
|
TOTAL EARNINGS |
291.900 |
204.200 |
92.100 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Stock-in-trade |
1483.100 |
1077.400 |
222.200 |
|
|
|
Capital Goods |
374.900 |
220.300 |
32.400 |
|
|
TOTAL IMPORTS |
1858.000 |
1297.700 |
254.600 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
13.54 |
16.99 |
13.99 |
|
%2005-Jul-2013_files/image001.gif){kind=small}
KEY RATIOS
|
PARTICULARS |
|
31.12.2012 (18 Months) |
30.06.2011 (12 Months) |
30.06.2010 (15 Months) |
|
PAT / Total Income |
(%) |
0.81
|
1.63 |
1.69 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
1.23
|
2.44 |
2.49 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
2.53
|
4.10 |
2.36 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.11
|
0.15 |
0.07 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
2.83
|
2.21 |
1.49 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.34
|
1.68 |
2.54 |
LOCAL AGENCY FURTHER INFORMATION
SUNDRY CREDITORS
DETAILS:
|
Particulars |
31.12.2012 (18 Months) [Rs.
in Millions] |
30.06.2011 (12 Months) [Rs.
in Millions] |
30.06.2010 (15 Months) [Rs. in Millions] |
|
Trade Payables |
8977.500 |
8216.700 |
3074.700 |
|
|
|
|
|
|
Total |
8977.500
|
8216.700 |
3074.700 |
|
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 |
Yes |
|
9] |
Name
of person contacted |
Yes |
|
10] |
Designation
of contact person |
Yes |
|
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 |
Yes |
|
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:
|
Particulars |
31.12.2012 (18 Months) [Rs.
in Millions] |
30.06.2011 (12 Months) [Rs.
in Millions] |
|
Long Term
Borrowing |
|
|
|
Rupee term loans from banks |
0.000 |
2176.700 |
|
|
|
|
|
Short Term
Borrowing |
|
|
|
Interoperate borrowings |
145.000 |
0.000 |
|
|
|
|
|
Total |
145.000 |
2176.700 |
BANKER CHARGES
REPORT AS PER REGISTRY:
|
Corporate
identity number of the company |
U52100MH2007PLC171524 |
|
Name of the
company |
Future
Value Retail Limited. |
|
Address of the
registered office or of the principal place of business in |
Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road,
Jogeshwari (East), Mumbai-400060, Maharashtra, India E-Mail : roc.info@futuregroup.in
|
|
This form is for |
Modification of charge |
|
Charge identification (ID) number of the charge to be
modified |
10244945 |
|
Type of charge |
Immovable property Any interest in immovable property Book debts Movable property (not being pledge) Floating charge Others Goodwill Trademark Copyright or License under a copyright |
|
Particular of
charge holder |
Axis Bank Limited, 2nd Floor E Wing, Axis House, Bombay Dying
Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400025, Maharashtra,
India E-Mail : debenturetrustee@axistrustee.com
|
|
Nature of
instrument creating charge |
Total
amount of Loan reduced from Rs. 7070.500 Millions to Rs. 6759.800 Millions
after repayment of Term Loan agg to Rs. 310.700 Millions to Andhra Bank and
State Bank of Travancore. |
|
Date of
instrument Creating the charge |
17.04.2013 |
|
Amount secured by
the charge |
Rs. 6759.800 Millions |
|
Brief of the
principal terms an conditions and extent and operation of the charge |
Extent and operation of the charge: Charge has been
created for the secured debt together with all interest, fees, premia on repayment,
costs, charges, expenses, etc. |
|
Short particulars
of the property charged (Including location of the property) |
|
|
Particulars of the present modification |
By this
modification, charge amount has been reduced from Rs. 7070.500 Millions to
Rs. 6759.800 Millions. This modification is made to record the repayment of
term loan of Andhra Bank amounting to Rs. 188.200 Millions and State Bank of
Travancore amounting to Rs. 122.500 Millions total aggregating to Rs. 310.700
millions. |
REVIEW OF PERFORMANCE:
The review is for
the financial period of eighteen months pursuant to extension of the present
accounting period by six months. 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 in Value Retail segment. Income
from Operations during the financial period was at Rs.110362.200 millions which
was at Rs.69248.300 millions during the financial year of 2010-11. PBDIT stood
at Rs.692.400 millions in during the financial period of 2011-12, which was at
Rs.692.200 millions in the previous year. PAT for the financial period was
Rs.900.400 millions, which was at Rs.1130.000 millions for the preceding year.
Various factors as increased interest costs and other operating costs have
impacted profitability. However, the Company has now taken corrective steps and
strategic decisions to control the various operating costs and further the
decision to merge operations would also
enable the management to reduce double costs and use the core competency of
management teams for the benefits of the business.
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.
RESTRUCTURING:
Scheme of
Amalgamation between the Company and Pantaloon Retail (India) Limited
During the period,
the Board of Directors of the Company approved the amalgamation of the Company
with Pantaloon Retail (India) Limited (PRIL) pursuant to the Scheme under
Sections 391-394 of the Companies Act, 1956 with effect from 1 July 2012. The
Company is wholly owned subsidiary of PRIL having core retail business formats.
The PRIL is in process to file the application with the Honble High Court of
Bombay for its approval. However, the Scheme was subject to further review of
the Board.
FIXED ASSETS:
- Building and Leasehold Improvement
- Plant and Machinery
- Office Equipments
- Computers and Software
- Furniture and Fittings
- Vehicles
- Air Conditioners
PRESS RELEASES:
FUTURE RETAIL: RESTRUCTURING ALMOST DONE, NOW WAIT FOR THE BENEFITS
May 15 2013
Mumbai: Future Retail Limited is undergoing a multi-pronged restructuring exercise to simplify its business structure—by grouping like businesses together—and exiting unrelated ones. Three companies will operate different businesses: Future Retail will house value retail (hypermarkets and supermarkets), Future Lifestyle Fashions Limited will house fashion retail, and Future Ventures India Limited will host the consumer products businesses.
The logic for the restructuring is to give companies operational and financial independence. Investors can also choose which company to invest in, rather than being stuck with all the businesses. A key objective is also to bring debt under Future Retail down to more manageable levels.
In the March quarter, for example, Future Retail’s core retail business reported a 4.2% decline in sales. This was chiefly due to a high base effect, as it has separated its Pantaloons and Pantaloons Factory Outlet businesses. The decline in sales was not surprising because of this. Its value retail business’s sales growth actually accelerated from the previous quarter.
But finance costs continue to weigh on performance. Despite declining as a result of Future Retail’s effort to lower debt, interest costs are still high in relation to profits. Interest expense declined by 12.1% to Rs.1520.000 millions and was down by 6.7% sequentially. But it eroded almost the entire profit before interest and tax figure of Rs.1550.000 millions and Future Retail ended the quarter with a net profit of just Rs.20.000 millions. But debt is expected to come down further as restructuring progresses, and it gets regulatory approvals for announced transactions. On 10 May, Future Retail announced court approval for the consolidation of the group’s fashion business into Future Lifestyle. The lifestyle business being operated through Future Retail and Future Ventures will be transferred to Future Lifestyle.
Future Retail will be left with the value retail business and other formats such as home and electronics besides holding investments in allied businesses. It is also absorbing the 100% subsidiary Future Value Retail Ltd, which runs the hypermarket business, into itself. Future Ventures will continue to own stakes in companies in the consumer products business.
As of 31 December, Future Retail’s consolidated debt stood at Rs.69850.000 millions (including Rs.15540.000 millions of convertible debentures). After declaring its December quarter results, it had said that the Pantaloons format separation and the splitting away of the lifestyle business will lower debt by Rs.28200.000 millions. It is also selling stakes in its insurance business that will help toward lowering debt.
The restructuring process is nearing completion as only the merger of Future Value is pending. Once the three entities begin to report results post-restructuring and their balance sheets become available, a clearer picture of their financial position will emerge. How investors view these individual businesses will influence how valuations of the three companies change as a result of the separation. Over the long run, the focus will shift to their ability to deliver on the promised benefits of this complex restructuring process.
FUTURE GROUP
DEMERGES PANTALOONS RETAIL FORMAT FROM FLAGSHIP COMPANY ADITYA BIRLA NUVO TO
INVEST IN PANTALOONS FORMAT
April 30, 2012
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.
PANTALOON RETAIL AND FUTURE VENTURES
DEMERGE LIFESTYLE FASHION BUSINESSES TO CREATE INDIA'S LEADING INTEGRATED
FASHION COMPANY
November 09, 2012
Mumbai, The Boards of Directors of Pantaloon Retail India Limited (“PRIL”) and Future Ventures India Ltd, (“FVIL”) approved a proposal to consolidate their fashion businesses into a new to be listed entity (“Future Fashion”), which would emerge as one of India’s largest integrated fashion brands and retail company.
The respective Boards approved the demerger of the fashion businesses of PRIL consisting of its Central, Brand Factory, all and Planet Sports formats, fashion brands, sourcing and distribution businesses, and the demerger of the fashion businesses of FVIL consisting of Indus League, Lee Cooper, Celio, Holii, Indus Tree and strategic investments in AND, Biba and Turtle into Future Fashion.
Post this realignment, the Future Group will have three distinct listed companies that emerge as market leaders in their businesses with independent growth paths.
- PRIL will have as
its core businesses the country’s leading hypermarket and supermarket
chain, Big Bazaar and Food Bazaar, which along with aligned formats, and
Home Town, ezone currently operate around 11 million square feet of retail
space. In addition, the company will continue to own its existing
investments in subsidiaries involved in supply chain solutions, sourcing,
ecommerce, office supplies, and joint ventures in insurance and textile
mills in Mumbai.
- Future
Fashion will own and operate retail chains Central, Brand Factory, all and
Planet Sports and will emerge as a leading integrated fashion brands and
retail company with domestic and global brands, an extensive distribution
and retail network and manufacturing capabilities. It will operate around
3.5 million square feet of retail space across 140 department and
specialty retail stores. The portfolio of fashion brands being transferred
from Future Ventures to this company include Indigo Nation, Scullers,
Urbana, Urban Yoga, Jealous 21, Biba, and, Global Desi, Turtle, Celio, Lee
Cooper, Clarks, Holii, Daniel Hechter, Manchester United and Privilege
Club, among others. These are also distributed through over 200 Exclusive
Brand Outlets and over 1000 Multi Brand Outlets in 121 cities.
- FVIL will be a
company focussed on the Food and FMCG sector with a portfolio of FMCG
brands, its own rural distribution chain, Aadhar and convenience store
chains, KB’s Fairprice and Big Apple. The FMCG brands portfolio
includes Fresh and Pure, Premium Harvest, Tasty Treat, Clean Mate, Care
Mate, Poonya, Ekta, Sangi’s Kitchen along with Smith and Jones and Chings
Secret that are owned through a 43.7% stake in Captial Foods. It also owns
an upcoming Food Park being set up for sourcing and processing of Food and
FMCG products. It will focus on developing an integrated Foods and FMCG
business to emerge as a leader in marketing and distributing food and FMCG
products and brands in the country. FVIL will also reorganise some of its
businesses held in subsidiaries to emerge as an operating company and will
continue to look for investment opportunities for its growth.
Commenting on the realignment, Mr. Kishore Biyani, Group CEO, Future Group said “This consolidation will help create the base for the next phase of growth of the Future Group in modern retail. We grew multiple formats in the early stages of our growth, and now as each one of them has become sizeable, we are giving them independence to propel their growth. This is in continuation with the business realignment exercise we embarked on last year. We have already exited our financial services business, and unlocked shareholder value through the demerger and partnership of our Pantaloons format. This consolidation will now further unlock value for our shareholders and give them shares in independent attractive businesses”.
Key Objectives for
the Realignment
- Future Group creates a simplified business structure with independent companies in hypermarket and supermarket chains (PRIL), fashion (Future Fashion) and food and FMCG business (FVIL).
- Achieves unlocking of value for shareholders of both PRIL and FVIL as they get shares in the fashion business in addition to shares they continue to hold of the other businesses.
- Creates financing flexibility for each of the companies by enhancing their ability to attract partners and investors and raise and deploy capital according to their business requirements.
- PRIL further deleverages with Rs 1,226 millions of debt being transferred to Future Fashion. Future Fashion will have strategic / noncore investments that may be monetised to further reduce leverage.
Transaction Steps
- PRIL and FVIL will demerge their fashion business into Future Fashion (which will be listed), subject to necessary regulatory approvals.
- The exchange ratio recommended by the valuers and approved by both the boards is 1 equity shares of Future Fashion, for every 3 equity/DVR shares held in PRIL, and 1 equity shares of Future Fashion, for every 31 equity shares held in FVIL.
- Post the realignment, shareholders of PRIL will hold 49.8% in Future Fashion, shareholders of FVIL will hold 30.5% and 19.7% will be held by PRIL as a corporate entity.
- FVIL will acquire businesses of some of its subsidiaries by way of merger and demerger and will emerge as an operating company. It will cease to be an NBFC. As a consequence of the demerger of the fashion business, it will also reorganize its share capital to change the face value of its shares from Rs 10 to Rs 6.
The shareholding pattern of PRIL and FVIL will remain unchanged.
Key regulatory
approvals
According to the merger scheme approved by both the Boards, the merger is proposed to be undertaken through a Court approved Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956. The merger will further be subject to various statutory approvals, including those from the shareholders and the lenders / creditors.
Advisors
The valuation process was jointly undertaken by Baker Tilly Singhi and Grant Thornton. KMPG and PwC acted as tax advisors to the transaction. Axis Capital and JM Financial acted as Financial Advisors to PRIL. IDFC Capital acted as Financial Advisor to FVIL. JM Financial and Axis Capital acted as Transaction Advisors.
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.60.09 |
|
|
1 |
Rs.91.58 |
|
Euro |
1 |
Rs.78.08 |
INFORMATION DETAILS
|
Report Prepared
by : |
ANK |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
7 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILIRY |
1~10 |
5 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
54 |
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 |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.